Common use of Disclaimer Clause in Contracts

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACY.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH FOR THE WARRANTIES OF TITLE GIVEN IN SECTION 1.04(a), ASSIGNOR MAKES THIS AGREEMENT CONVEYANCE AND ASSIGNS THE PFIZER-MPP AGREEMENTROYALTY INTEREST WITHOUT RECOURSE, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES COVENANT OR WARRANTY OF TITLE OF ANY KIND, EXPRESS EXPRESS, IMPLIED OR STATUTORY. ANY COVENANTS OR WARRANTIES IMPLIED BY STATUTE OR LAW BY THE USE HEREIN OF THE WORDS “GRANT”, “CONVEY” OR OTHER SIMILAR WORDS ARE HEREBY EXPRESSLY DISCLAIMED, WAIVED AND NEGATED. WITHOUT LIMITING THE GENERALITY OF THE TWO PRECEDING SENTENCES, ASSIGNEE ACKNOWLEDGES THAT ASSIGNOR HAS NOT MADE, AND ASSIGNOR HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND ASSIGNEE HEREBY EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, INCLUDING WITHOUT LIMITATION AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO (i) PRODUCTION RATES, RECOMPLETION OPPORTUNITIES, DECLINE RATES OR THE QUALITY, QUANTITY OR VOLUME OF THE RESERVES OF MINERALS, IF ANY, ATTRIBUTABLE TO THE SUBJECT INTERESTS, (ii) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (iii) ANY IMPLIED OR IMPLIED WARRANTIES EXPRESS WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (iv) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, AND (v) ANY AND ALL IMPLIED WARRANTIES EXISTING UNDER ANY APPLICABLE LEGAL REQUIREMENT; IT BEING THE EXPRESS INTENTION OF BOTH ASSIGNEE AND ASSIGNOR THAT THE ROYALTY INTEREST IS HEREBY ASSIGNED TO ASSIGNEE ON AN “AS IS” AND “WHERE IS” BASIS WITH RESPECT ALL FAULTS, AND THAT ASSIGNEE HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AS ASSIGNEE DEEMS APPROPRIATE. ASSIGNOR AND ASSIGNEE AGREE THAT, TO THE PATENTS OR ANY LICENSE GRANTED EXTENT REQUIRED BY MPP AND PFIZER (IN APPLICABLE LEGAL REQUIREMENTS TO BE EFFECTIVE, THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING DISCLAIMERS OF CERTAIN WARRANTIES CONTAINED IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN SECTION ARE “CONSPICUOUS” DISCLAIMERS FOR THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS PURPOSES OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYAPPLICABLE LEGAL REQUIREMENT.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH FOR THE WARRANTIES OF TITLE GIVEN IN SECTION 1.05(a), ASSIGNOR MAKES THIS AGREEMENT CONVEYANCE AND ASSIGNS THE PFIZER-MPP AGREEMENTROYALTY INTEREST WITHOUT RECOURSE, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES COVENANT OR WARRANTY OF TITLE OF ANY KIND, EXPRESS EXPRESS, IMPLIED OR STATUTORY. ANY COVENANTS OR WARRANTIES IMPLIED BY STATUTE OR LAW BY THE USE HEREIN OF THE WORDS “GRANT”, “CONVEY” OR OTHER SIMILAR WORDS ARE HEREBY EXPRESSLY DISCLAIMED, WAIVED AND NEGATED. WITHOUT LIMITING THE GENERALITY OF THE TWO PRECEDING SENTENCES, ASSIGNEE ACKNOWLEDGES THAT ASSIGNOR HAS NOT MADE, AND ASSIGNOR HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND ASSIGNEE HEREBY EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, INCLUDING WITHOUT LIMITATION AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO (i) PRODUCTION RATES, RECOMPLETION OPPORTUNITIES, DECLINE RATES OR THE QUALITY, QUANTITY OR VOLUME OF THE RESERVES OF MINERALS, IF ANY, ATTRIBUTABLE TO THE SUBJECT INTERESTS, (ii) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (iii) ANY IMPLIED OR IMPLIED WARRANTIES EXPRESS WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (iv) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, AND (v) ANY AND ALL IMPLIED WARRANTIES EXISTING UNDER ANY APPLICABLE LEGAL REQUIREMENT; IT BEING THE EXPRESS INTENTION OF BOTH ASSIGNEE AND ASSIGNOR THAT THE ROYALTY INTEREST IS HEREBY ASSIGNED TO ASSIGNEE ON AN “AS IS” AND “WHERE IS” BASIS WITH RESPECT ALL FAULTS, AND THAT ASSIGNEE HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AS ASSIGNEE DEEMS APPROPRIATE. ASSIGNOR AND ASSIGNEE AGREE THAT, TO THE PATENTS OR ANY LICENSE GRANTED EXTENT REQUIRED BY MPP AND PFIZER (IN APPLICABLE LEGAL REQUIREMENTS TO BE EFFECTIVE, THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING DISCLAIMERS OF CERTAIN WARRANTIES CONTAINED IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN SECTION ARE “CONSPICUOUS” DISCLAIMERS FOR THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS PURPOSES OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYAPPLICABLE LEGAL REQUIREMENT.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH FOR THE SPECIAL WARRANTY OF TITLE GIVEN IN SECTION 1.04(a), ASSIGNOR MAKES THIS AGREEMENT CONVEYANCE AND ASSIGNS THE PFIZER-MPP AGREEMENTROYALTY INTEREST WITHOUT RECOURSE, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES COVENANT OR WARRANTY OF TITLE OF ANY KIND, EXPRESS EXPRESS, IMPLIED OR STATUTORY. ANY COVENANTS OR WARRANTIES IMPLIED BY STATUTE OR LAW BY THE USE HEREIN OF THE WORDS “GRANT”, “CONVEY” OR OTHER SIMILAR WORDS ARE HEREBY EXPRESSLY DISCLAIMED, WAIVED AND NEGATED. WITHOUT LIMITING THE GENERALITY OF THE TWO PRECEDING SENTENCES, ASSIGNEE ACKNOWLEDGES THAT ASSIGNOR HAS NOT MADE, AND ASSIGNOR HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND ASSIGNEE HEREBY EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, INCLUDING WITHOUT LIMITATION AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO (i) PRODUCTION RATES, RECOMPLETION OPPORTUNITIES, DECLINE RATES OR THE QUALITY, QUANTITY OR VOLUME OF THE RESERVES OF MINERALS, IF ANY, ATTRIBUTABLE TO THE SUBJECT INTERESTS, (ii) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (iii) ANY IMPLIED OR IMPLIED WARRANTIES EXPRESS WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (iv) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, AND (v) ANY AND ALL IMPLIED WARRANTIES EXISTING UNDER ANY APPLICABLE LEGAL REQUIREMENT; IT BEING THE EXPRESS INTENTION OF BOTH ASSIGNEE AND ASSIGNOR THAT THE ROYALTY INTEREST IS HEREBY ASSIGNED TO ASSIGNEE ON AN “AS IS” AND “WHERE IS” BASIS WITH RESPECT ALL FAULTS, AND THAT ASSIGNEE HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AS ASSIGNEE DEEMS APPROPRIATE. ASSIGNOR AND ASSIGNEE AGREE THAT, TO THE PATENTS OR ANY LICENSE GRANTED EXTENT REQUIRED BY MPP AND PFIZER (IN APPLICABLE LEGAL REQUIREMENTS TO BE EFFECTIVE, THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING DISCLAIMERS OF CERTAIN WARRANTIES CONTAINED IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN SECTION ARE “CONSPICUOUS” DISCLAIMERS FOR THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS PURPOSES OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYAPPLICABLE LEGAL REQUIREMENT.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZERSHIONOGI-MPP AGREEMENT, MPP AND PFIZER SHIONOGI (IN THE PFIZERSHIONOGI-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER SHIONOGI (IN THE PFIZER-SHIONOGI- MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT COMPOUND OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S 'S OR LICENSEE(S)’S 'S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT COMPOUND OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER SHIONOGI (IN THE PFIZERSHIONOGI-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S 'S USE OF THE COMPOUND, PRODUCT COMPOUND OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER SHIONOGI OR ITS AFFILIATES. MPP AND PFIZER SHIONOGI (IN THE PFIZERSHIONOGI-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT COMPOUND OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACY.

Disclaimer. LESSEE EXPRESSLY AGREES TO LEASE THE AIRCRAFT IN "AS IS, WHERE IS" CONDITION "WITH ALL FAULTS", EXCEPT AS OTHERWISE EXPRESSLY SET FORTH PROVIDED IN THIS AGREEMENT LEASE. LESSEE ACKNOWLEDGES AND AGREES THAT AS BETWEEN LESSOR AND LESSEE (A) THE PFIZER-MPP AGREEMENTAIRFRAME AND EACH ENGINE IS OF A SIZE, MPP DESIGN, CAPACITY AND PFIZER MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEE, (B) LESSEE IS SATISFIED THAT THE AIRFRAME AND EACH ENGINE IS SUITABLE FOR ITS PURPOSE, (C) LESSOR IS NOT A MANUFACTURER NOR A DEALER IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES PROPERTY OF ANY SUCH KIND, EXPRESS OR IMPLIEDAND (D) LESSOR DOES NOT MAKE, INCLUDING WITHOUT LIMITATION HAS NOT MADE AND SHALL NOT BE DEEMED TO HAVE MADE, AND WILL BE DEEMED TO HAVE EXPRESSLY DISCLAIMED, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD AS TO THE SAFETY AIRWORTHINESS, VALUE, CONDITION, DESIGN, OPERATION, MERCHANTABILITY OR EFFICACY FITNESS FOR USE FOR A PARTICULAR PURPOSE OF THE COMPOUNDAIRCRAFT OR ANY PART THEREOF, PRODUCT THE ABSENCE OF LATENT OR LICENSED PRODUCT OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, THE QUALITY OF MATERIAL OR WORKMANSHIP, THE ABSENCE OF ANY INFRINGEMENT OF ANY PATENT, TRADEMARK OR COPYRIGHT, THE ABSENCE OF OBLIGATIONS BASED ON STRICT LIABILITY IN TORT, OR ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE AIRCRAFT, THE AIRFRAME, ANY ENGINE OR ANY PART THEREOF. LESSEE AGREES THAT LESSOR SHALL NOT BE LIABLE FOR ANY DAMAGE OR LOSS (INCLUDING, BUT NOT LIMITED TO, INCIDENTAL, CONSEQUENTIAL AND IT SHALL BE SPECIAL DAMAGES) SUFFERED BY LESSEE DIRECTLY OR INDIRECTLY BECAUSE OF ANY DEFECT IN THE SOLE RESPONSIBILITY AIRCRAFT. NONE OF LICENSEE THE PROVISIONS OF THIS SECTION 3.4 OR ANY OTHER PROVISION OF THIS LEASE IS INTENDED TO ENSURE AMEND, MODIFY OR OTHERWISE AFFECT THE EXPRESS REPRESENTATIONS, WARRANTIES OR OTHER OBLIGATIONS OF THE MANUFACTURER, OR ANY OTHER VENDOR, MANUFACTURER, SUBCONTRACTOR OR SUPPLIER WITH RESPECT TO THE AIRCRAFT OR ANY PART THEREOF, OR TO RELEASE MANUFACTURER OR ANY OTHER VENDOR, MANUFACTURER, SUBCONTRACTOR OR SUPPLIER FROM ANY SUCH SAFETY REPRESENTATION, WARRANTY OR EFFICACYOBLIGATION OR ANY RIGHTS OF LESSOR OR LESSEE WITH RESPECT THERETO.

Disclaimer. EXCEPT FOR THE WARRANTIES DESCRIBED IN SECTION 12.1 AND 12.2 ABOVE, THE AXIS TECHNOLOGY, INCLUDING ANY THIRD-PARTY SOFTWARE OR OPEN SOURCE SOFTWARE, ARE DELIVERED “AS EXPRESSLY SET FORTH IN THIS AGREEMENT IS” AND THE PFIZER-MPP AGREEMENT“AS AVAILABLE”, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES WITHOUT WARRANTY OF ANY KIND. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE ENTIRE RISK AS TO THE USE, RESULTS AND PERFORMANCE OF THE AXIS TECHNOLOGY AND ANY THIRD-PARTY SOFTWARE OR OPEN SOURCE SOFTWARE IS ASSUMED SOLELY BY YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AXIS, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND THEIR RESPECTIVE LICENSORS (COLLECTIVELY, THE “AXIS PARTIES”), EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON- INFRINGEMENT, OR ANY WARRANTY ARISING OUT OF ANY PROPOSAL, SPECIFICATION OR SAMPLE WITH RESPECT TO THE PATENTS AXIS TECHNOLOGY, INCLUDING ANY THIRD PARTY SOFTWARE OR OPEN SOURCE SOFTWARE, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION OF THE FOREGOING, THE AXIS PARTIES PROVIDE NO WARRANTY OR UNDERTAKING, AND MAKE NO REPRESENTATION OF ANY LICENSE GRANTED BY MPP AND PFIZER (IN KIND THAT THE PFIZER-MPP AGREEMENT) HEREUNDERAXIS TECHNOLOGY, INCLUDING ANY THIRD PARTY SOFTWARE OR OPEN SOURCE SOFTWARE, WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORESOFTWARE, NOTHING IN THIS AGREEMENT SHALL SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE CONSTRUED AS A WARRANTY ERROR FREE OR THAT ANY PATENT ERRORS OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID DEFECTS CAN OR ENFORCEABLE WILL BE CORRECTED OR THAT THE MPP’S AXIS TECHNOLOGY WILL BE FREE FROM CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR LICENSEE(S)’S OTHER SECURITY INTRUSION, AND AXIS DISCLAIMS ANY LIABILITY RELATING THERETO. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY AN AXIS PARTY OR ANY REPRESENTATIVE THEREOF SHALL CREATE A WARRANTY OR IN ANY WAY AFFECT THE SCOPE AND OPERATION OF THIS DISCLAIMER. THE AXIS TECHNOLOGY IS NOT INTENDED FOR USE RELATED TO THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS, LIFE SUPPORT MACHINES OR OTHER EQUIPMENT IN WHICH THE FAILURE OF THE PATENTSAXIS TECHNOLOGY COULD LEAD TO DEATH, LICENSED KNOW-HOWPERSONAL INJURY, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS SEVERE PHYSICAL OR OTHER INTELLECTUAL PROPERTY RIGHTS ENVIRONMENTAL DAMAGE. THIS DISCLAIMER OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACY.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH FOR THE SPECIAL WARRANTY OF TITLE GIVEN IN SECTION 1.05(a), ASSIGNOR MAKES THIS AGREEMENT CONVEYANCE AND ASSIGNS THE PFIZER-MPP AGREEMENTROYALTY INTEREST WITHOUT RECOURSE, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES COVENANT OR WARRANTY OF TITLE OF ANY KIND, EXPRESS EXPRESS, IMPLIED OR STATUTORY. ANY COVENANTS OR WARRANTIES IMPLIED BY STATUTE OR LAW BY THE USE HEREIN OF THE WORDS “GRANT”, “CONVEY” OR OTHER SIMILAR WORDS ARE HEREBY EXPRESSLY DISCLAIMED, WAIVED AND NEGATED. WITHOUT LIMITING THE GENERALITY OF THE TWO PRECEDING SENTENCES, ASSIGNEE ACKNOWLEDGES THAT ASSIGNOR HAS NOT MADE, AND ASSIGNOR HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND ASSIGNEE HEREBY EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, INCLUDING WITHOUT LIMITATION AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO (i) PRODUCTION RATES, RECOMPLETION OPPORTUNITIES, DECLINE RATES OR THE QUALITY, QUANTITY OR VOLUME OF THE RESERVES OF MINERALS, IF ANY, ATTRIBUTABLE TO THE SUBJECT INTERESTS, (ii) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (iii) ANY IMPLIED OR IMPLIED WARRANTIES EXPRESS WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (iv) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, AND (v) ANY AND ALL IMPLIED WARRANTIES EXISTING UNDER ANY APPLICABLE LEGAL REQUIREMENT; IT BEING THE EXPRESS INTENTION OF BOTH ASSIGNEE AND ASSIGNOR THAT THE ROYALTY INTEREST IS HEREBY ASSIGNED TO ASSIGNEE ON AN “AS IS” AND “WHERE IS” BASIS WITH RESPECT ALL FAULTS, AND THAT ASSIGNEE HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AS ASSIGNEE DEEMS APPROPRIATE. ASSIGNOR AND ASSIGNEE AGREE THAT, TO THE PATENTS OR ANY LICENSE GRANTED EXTENT REQUIRED BY MPP AND PFIZER (IN APPLICABLE LEGAL REQUIREMENTS TO BE EFFECTIVE, THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING DISCLAIMERS OF CERTAIN WARRANTIES CONTAINED IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN SECTION ARE “CONSPICUOUS” DISCLAIMERS FOR THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS PURPOSES OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYAPPLICABLE LEGAL REQUIREMENT.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH STATED IN THIS AGREEMENT AND NOTHING IN THIS AGREEMENT IS OR SHALL BE CONSTRUED AS (i) A WARRANTY OR REPRESENTATION BY TMRC AS TO THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES VALIDITY OR SCOPE OF ANY KINDLICENSED PATENT RIGHTS; (ii) A WARRANTY OR REPRESENTATION THAT ANYTHING MADE, EXPRESS USED, SOLD OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OTHERWISE DISPOSED OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS OR UNDER ANY LICENSE GRANTED IN THIS AGREEMENT IS OR WILL BE FREE FROM INFRINGEMENT OF PATENTS OR OTHER INTELLECTUAL PROPERTY OF THIRD PARTIES; OR (iii) A REPRESENTATION OR WARRANTY BY MPP AND PFIZER (IN TMRC OF THE PFIZERACCURACY, SAFETY OR USEFULNESS FOR ANY PURPOSE OF ANY TMRC KNOW-MPP AGREEMENT) HEREUNDERHOW AT ANY TIME MADE AVAILABLE BY TMRC. TMRC SHALL HAVE NO LIABILITY WHATSOEVER TO SYROS OR ANY OTHER PERSON FOR OR ON ACCOUNT OF ANY INJURY, LOSS OR DAMAGE, OF ANY KIND OR NATURE, SUSTAINED BY, OR WITH RESPECT TO THE COMPOUND, PRODUCT ANY DAMAGE ASSERTED OR LICENSED PRODUCTASSERTED AGAINST, OR ANY OTHER MATTER. FURTHERMORELIABILITY INCURRED BY OR IMPOSED ON SYROS OR ANY OTHER PERSON, NOTHING ARISING OUT OF IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT CONNECTION WITH OR RESULTING FROM (A) THE PRODUCTION, USE OR SALE OF ANY PATENT PRODUCT BY SYROS, OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE PRACTICE OF THE PATENTS, LICENSED PATENT RIGHTS BY SYROS; OR (B) THE USE BY SYROS OF ANY TMRC KNOW-HOW, COMPOUNDAND SYROS SHALL HOLD TMRC, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS ITS OFFICERS, EMPLOYEES OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (AGENTS, HARMLESS IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUNDEVENT TMRC, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTYOFFICERS, EXPRESS EMPLOYEES OR IMPLIEDAGENTS, WITH REGARD IS HELD LIABLE THEREFOR, EXCEPT TO THE SAFETY EXTENT RESULTING FROM A BREACH BY TMRC OF ITS REPRESENTATIONS, WARRANTIES OR EFFICACY OBLIGATIONS HEREUNDER OR THE NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPOUNDTMRC OR ITS OFFICERS, PRODUCT EMPLOYEES OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYAGENTS.

Disclaimer. EXCEPT FOR THE WARRANTIES DESCRIBED IN SECTION 12.1 AND 12.2 ABOVE, THE AXIS TECHNOLOGY, INCLUDING ANY THIRD-PARTY SOFTWARE OR OPEN SOURCE SOFTWARE, ARE DELIVERED “AS EXPRESSLY SET FORTH IN THIS AGREEMENT IS” AND THE PFIZER-MPP AGREEMENT“AS AVAILABLE”, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES WITHOUT WARRANTY OF ANY KIND. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE ENTIRE RISK AS TO THE USE, RESULTS AND PERFORMANCE OF THE AXIS TECHNOLOGY AND ANY THIRD-PARTY SOFTWARE OR OPEN SOURCE SOFTWARE IS ASSUMED SOLELY BY YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AXIS, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND THEIR RESPECTIVE LICENSORS (COLLECTIVELY, THE “AXIS PARTIES”), EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON- INFRINGEMENT, OR ANY WARRANTY ARISING OUT OF ANY PROPOSAL, SPECIFICATION OR SAMPLE WITH RESPECT TO THE PATENTS AXIS TECHNOLOGY, INCLUDING ANY THIRD PARTY SOFTWARE OR OPEN SOURCE SOFTWARE, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION OF THE FOREGOING, THE AXIS PARTIES PROVIDE NO WARRANTY OR UNDERTAKING, AND MAKE NO REPRESENTATION OF ANY LICENSE GRANTED BY MPP AND PFIZER (IN KIND THAT THE PFIZER-MPP AGREEMENT) HEREUNDERAXIS TECHNOLOGY, INCLUDING ANY THIRD PARTY SOFTWARE OR OPEN SOURCE SOFTWARE, WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORESOFTWARE, NOTHING IN THIS AGREEMENT SHALL SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE CONSTRUED AS A WARRANTY ERROR FREE OR THAT ANY PATENT ERRORS OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID DEFECTS CAN OR ENFORCEABLE WILL BE CORRECTED OR THAT THE MPP’S AXIS TECHNOLOGY WILL BE FREE FROM CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR LICENSEE(S)’S OTHER SECURITY INTRUSION, AND AXIS DISCLAIMS ANY LIABILITY RELATING THERETO. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY AN AXIS PARTY OR ANY REPRESENTATIVE THEREOF SHALL CREATE A WARRANTY OR IN ANY WAY AFFECT THE SCOPE AND OPERATION OF THIS DISCLAIMER. AXIS SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY AND LIABILITY IN RELATION TO ANY CLAIMS BASED ON ANY ACTS OR OMISSIONS BY AN AXIS PARTNER. THE AXIS TECHNOLOGY IS NOT INTENDED FOR USE RELATED TO THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS, LIFE SUPPORT MACHINES OR OTHER EQUIPMENT IN WHICH THE FAILURE OF THE PATENTSAXIS TECHNOLOGY COULD LEAD TO DEATH, LICENSED KNOW-HOWPERSONAL INJURY, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS SEVERE PHYSICAL OR OTHER INTELLECTUAL PROPERTY RIGHTS ENVIRONMENTAL DAMAGE. THIS DISCLAIMER OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACY.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) BMS MAKES NO REPRESENTATIONS AND EXTENDS NO OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, PURPOSE WITH RESPECT TO THE PATENTS BMS PATENT RIGHTS OR BMS KNOW-HOW OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) BMS HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT ANY COMPOUNDS OR LICENSED PRODUCT, OR ANY OTHER MATTERPRODUCTS. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS BMS PATENT RIGHTS ARE VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED BMS PATENT RIGHTS AND BMS KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS HOW CONTEMPLATED HEREUNDER WILL DOES NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (EXCEPT AS EXPRESSLY SET FORTH IN THE PFIZER-MPP THIS AGREEMENT) ALSO MAKE , ELIXIR MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER * Confidential Treatment Requested EXPRESS OR IMPLIED, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY RIGHTS LICENSED TO BMS, OR WITH RESPECT TO ANY ELIXIR CONFIDENTIAL INFORMATION. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S ANY PATENT OR OTHER PROPRIETARY RIGHTS LICENSED TO BMS ARE VALID OR ENFORCEABLE OR THAT BMS’ USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL ANY SUCH RIGHTS CONTEMPLATED HEREUNDER DOES NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYTHIRD PARTY.

Disclaimer. A. EXCEPT AS EXPRESSLY SET FORTH OTHERWISE SPECIFICALLY STATED IN THIS AGREEMENT AGREEMENT, SELLER HEREBY SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY, OR REPRESENTATION, ORAL OR WRITTEN, PAST, PRESENT, OR FUTURE OF, AS TO, OR CONCERNING THE NATURE AND CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL, AND GEOLOGY, AND THE PFIZER-MPP SUITABILITY THEREOF AND OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY ELECT TO CONDUCT THEREON. B. EXCEPT AS SPECIFICALLY STATED IN THIS AGREEMENT, MPP SELLER HAS NOT MADE AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF IS NOT MAKING ANY KIND, EXPRESS REPRESENTATION OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF WARRANTY REGARDING MERCHANTABILITY OR FITNESS FOR A ANY PARTICULAR PURPOSE, ENVIRONMENTAL CONDITIONS, ZONING OR THE AVAILABILITY OF UTILITIES OR PERMITS. PURCHASER FURTHER ACKNOWLEDGES THAT SELLER HAS NOT MADE ANY REPRESENTATIONS, ORAL OR WRITTEN, PAST, PRESENT, OR FUTURE, AS TO THE ABILITY OF PURCHASER TO OBTAIN NECESSARY BUILDING AND OCCUPANCY PERMITS FOR THE PROPERTY. C. PURCHASER ACKNOWLEDGES THAT HAVING BEEN GIVEN A SUFFICIENT OPPORTUNITY TO INSPECT THE PROPERTY, AND TO REVIEW THE VIRTUAL DATA ROOM OR OTHER MATERIAL GIVEN TO PURCHASER, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND FINANCIAL ANALYSIS OF THE REVENUE AND EXPENSES THAT MAY BE RECEIVED OR INCURRED IN ARRIVING AT ITS DECISION TO PURCHASE THE PROPERTY AND HAS NOT RELIED UPON ANY PLANS SELLING BROCHURES, ADVERTISEMENTS, REPRESENTATIONS WARRANTES, STATEMENTS OR ESTIMATES OF ANY NATURE WRITTEN OR ORAL BY SELLER OR SELLER’S AGENT IN DECIDING TO PURCHASE THE PROPERTY AT THE STATED PRICE. D. PURCHASER IS PURCHASING THE PROPERTY IN ITS PRESENT CONDITION, "AS IS, WHERE IS", AND SELLER HAS NO OBLIGATION TO CONSTRUCT ANY IMPROVEMENTS THEREON, OR TO PERFORM ANY OTHER ACT REGARDING THE PROPERTY, EXCEPT AS EXPRESSLY PROVIDED HEREIN. E. ANY FACTUAL INFORMATION SUCH AS PROPERTY DIMENSIONS, SQUARE FOOTAGE, OR SKETCHES SHOWN TO PURCHASER OR SET FORTH HEREIN ARE OR MAY BE APPROXIMATE AND PURCHASER REPRESENTS TO SELLER THAT THEY HAVE INSPECTED AND VERIFIED THE FACTS AND INFORMATION PRIOR TO THE EXECUTION OF THIS AGREEMENT. NO LIABILITY FOR ANY INACCURACIES, ERRORS OR OMISSIONS IS ASSUMED BY THE SELLER, THE BROKER OR OTHER AGENTS. F. THE REAL ESTATE SALESPERSONS AND BROKERS IN THIS TRANSACTION HAVE NO EXPERTISE WITH RESPECT TO ENVIRONMENTAL MATTERS. PROPER INSPECTIONS OF THE PATENTS PROPERTY BY QUALIFIED EXPERTS ARE AN ABSOLUTE NECESSITY TO DETERMINE WHETHER OR NOT THERE ARE ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDER, CURRENT OR WITH RESPECT POTENTIAL ENVIRONMENTAL CONCERNS RELATING TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTERPROPERTY. FURTHERMORE, NOTHING THE REAL ESTATE SALESPERSONS AND BROKERS IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT TRANSACTION HAVE NOT MADE, NOR WILL THEY MAKE, ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTSREPRESENTATIONS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS EITHER EXPRESSED OR IMPLIED, WITH REGARD REGARDING THE EXISTENCE OR NON-EXISTENCE OF ANY SUCH ENVIRONMENTAL CONCERNS IN OR ON THE PROPERTY. PROBLEMS INVOLVING ENVIRONMENTAL CONCERNS CAN BE EXTREMELY COSTLY TO CORRECT. IT IS THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE PURCHASER TO ENSURE RETAIN QUALIFIED EXPERTS TO DEAL WITH THE DETECTION AND CORRECTION OF SUCH SAFETY OR EFFICACYMATTERS.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KINDSUPPLIER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR TITLE, NONINFRINGEMENT, AND IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SUPPLIER OR ELSEWHERE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. THE SOLUTION AND ANY THIRD PARTY TECHNOLOGY ARE MADE AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SUPPLIER, ITS LICENSORS, AND SUPPLIERS MAKE NO WARRANTY, REPRESENTATION, OR GUARANTY: (1) AS TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDERCONTENT, SEQUENCE, ACCURACY, TIMELINESS, RELEVANCE, OR WITH RESPECT COMPLETENESS OF ANY CONTENT; (2) AS TO ANY INFORMATION OFFERED OR PROVIDED WITHIN OR THROUGH THE COMPOUNDSOLUTION; OR (3) THAT THE SOLUTION MAY BE RELIED UPON FOR ANY REASON, PRODUCT WILL BE UNINTERRUPTED OR LICENSED PRODUCTERROR FREE, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT DEFECTS CAN OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S WILL BE CORRECTED. FURTHER, YOUR USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF SOLUTION AND ANY THIRD PARTYPARTY TECHNOLOGY IS AT YOUR OWN RISK. MPP AND PFIZER (IN SUPPLIER DOES NOT WARRANT THAT THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION SOLUTION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT THIRD PARTY TECHNOLOGY WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATESMEET YOUR SPECIFIC REQUIREMENTS. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY EXTENT THAT SUPPLIER MAY NOT DISCLAIM ANY WARRANTY AS A MATTER OF APPLICABLE LAW, THE COMPOUND, PRODUCT OR LICENSED PRODUCT SCOPE AND IT SHALL DURATION OF SUCH WARRANTY WILL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE MINIMUM PERMITTED UNDER SUCH SAFETY OR EFFICACY.LAW.‌

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH OTHERWISE PROVIDED IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER CUSTOMER EXPRESSLY AGREES THAT XXXXXXXXX.XXX SHALL NOT BE LIABLE FOR ANY LOSS (IN THE PFIZER-MPP AGREEMENTHOWEVER OCCURRING, INCLUDING NEGLIGENCE), ARISING FROM OR RELATED TO: (A) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES CUSTOMER’S FAILURE TO PROPERLY ACTIVATE, INTEGRATE OR SECURE CUSTOMER’S MERCHANT ACCOUNT; (B) FRAUDULENT TRANSACTIONS PROCESSED THROUGH CUSTOMER’S PAYMENT GATEWAY ACCOUNT(S); (C) DISRUPTION OF TRANSACTION SERVICES, SYSTEMS, SERVER OR WEBSITE BY ANY KIND, EXPRESS OR IMPLIEDMEANS, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSELIMITATION, WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDERDDOS ATTACKS, OR WITH RESPECT TO THE COMPOUNDSOFTWARE VIRUSES, PRODUCT OR LICENSED PRODUCTTROJAN HORSES, WORMS, TIME BOMBS, OR ANY OTHER MATTERTECHNOLOGY; (D) ACTIONS OR INACTIONS BY ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION, A MERCHANT SERVICE PROVIDER, PAYMENT PROCESSOR OR BANK; OR (E) THE LIMITATION OF THE FUNCTIONING OF ANY TRANSACTION SERVICES OR SOFTWARE, HARDWARE, OR EQUIPMENT ASSOCIATED THEREWITH. FURTHERMORE12.3 THIRD PARTY PRODUCTS AND SERVICES. XXXXXXXXX.XXX MAKES NO REPRESENTATION, NOTHING WARRANTY OR GUARANTEE WHATSOEVER IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT RELATION TO THIRD PARTY PRODUCTS OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)SERVICES. CUSTOMER’S USE OF THIRD PARTY PRODUCTS AND SERVICES IS AT CUSTOMER’S OWN RISK. XXXXXXXXX.XXX ASSUMES NO RESPONSIBILITY AND EXPRESSLY DISCLAIMS ANY LIABILITY FOR CLAIMS OF LOSS AND/OR FRAUD INCURRED RESULTING FROM THE PATENTS, LICENSED KNOW-HOW, COMPOUND, USE OF OR CONCLUSIONS DRAWN FROM ANY THIRD PARTY PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL SERVICE, REGARDLESS OF WHETHER OR NOT INFRINGE ANY PATENT RIGHTS XXXXXXXXX.XXX IS A RESELLER OF OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, REFERRAL AGENT FOR SUCH PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYSERVICE.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND STATED HEREIN, THE PFIZER-MPP AGREEMENTABOVE WARRANTY PROVISIONS DO NOT COVER COATINGS, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES PRODUCTS, ACCESSORIES, OR PARTS OR ATTACHMENTS THAT ARE NOT MANUFACTURED BY ACI BUILDING SYSTEMS, LLC. EXCEPT AS OTHERWISE EXPRESSLY STATED, THERE IS NO REPRESENTATIONS AND EXTENDS NO WARRANTIES WARRANTY, REPRESENTATION OR CONDITION OF ANY KINDKIND AND ANY WARRANTY, EXPRESS EXPRESSED OR IMPLIED, IS HEREBY EXCLUDED AND DISCLAIMED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR AND OF FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT . NOTWITHSTANDING ANYTHING ELSE CONTAINED HEREIN TO THE PATENTS CONTRARY, IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT ACI BUILDING SYSTEMS, LLC'S LIABILITY AND PURCHASER'S SOLE REMEDY, WHETHER IN CONTRACT, UNDER ANY WARRANTY, IN TORT (INCLUDING NEGLIGENCE), IN STRICT LIABILITY OR OTHERWISE SHALL NOT EXCEED THE COST OF THE AMOUNT OF THE MATERIALS, EXPRESSLY EXCLUDING LABOR COSTS AND EXPENSES, COSTS OF RENTING REPLACEMENTS AND OTHER ADDITIONAL EXPENSES. UNDER NO CIRCUMSTANCES SHALL ACI BUILDING SYSTEMS, LLC BE LIABLE FOR ANY LICENSE GRANTED BY MPP SPECIAL, INCIDENTAL, LIQUIDATED OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PROPERTY DAMAGE, DAMAGE TO OR LOSS OF EQUIPMENT, LOSS OF PROFITS OR REVENUE, LABOR COSTS AND PFIZER EXPENSES, COSTS OF RENTING REPLACEMENTS AND OTHER ADDITIONAL EXPENSES, EVEN IF ACI BUILDING SYSTEMS, LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACI BUILDING SYSTEMS, LLC WILL NOT BE LIABLE FOR ANY DAMAGES, LOSSES OR EXPENSES AS A RESULT OF PURCHASER'S (IN THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTERPARTY'S) NEGLIGENCE, WHETHER DEEMED ACTIVE OR PASSIVE AND WHETHER OR NOT SUCH NEGLIGENCE IS THE SOLE OR PARTIAL CAUSE OF ANY SUCH DAMAGE, LOSS OR EXPENSE. FURTHERMOREIN ADDITION, NOTHING IN THIS AGREEMENT UNDER NO CIRCUMSTANCES SHALL ACI BUILDING SYSTEMS, LLC BE CONSTRUED LIABLE FOR ANY DAMAGES, LOSSES OR EXPENSES WHATSOEVER AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS RESULT OF ANY THIRD OTHER PARTY. MPP AND PFIZER ('S MATERIALS OR PRODUCTS WHICH CAUSE, IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION WHOLE OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUNDIN PART, PRODUCT DAMAGE, LOSS OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD DETERIORATION TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYROOF SYSTEM.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE HARDWARE, THE LICENSED TECHNOLOGY AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO ANY OTHER MATERIALS, SOFTWARE, DATA AND/OR SERVICES PROVIDED BY PEDIGREE ARE PROVIDED “AS IS” AND “WITH ALL FAULTS,” AND PEDIGREE EXPRESSLY DISCLAIMS ANY AND ALL OTHER PROMISES, REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KINDKIND OR NATURE, EXPRESS WHETHER EXPRESS, IMPLIED OR IMPLIEDSTATUTORY, INCLUDING WITHOUT LIMITATION INCLUDING, BUT NOT LIMITED TO ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY NON-INFRINGEMENT, NON-INTERFERENCE, VALUE OR ACCURACY OF DATA, AS WELL AS ANY WARRANTIES OF MERCHANTABILITY, SYSTEM INTEGRATION, FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO FITNESS FOR USE FOR LIFE SUPPORT OR EMERGENCY SITUATIONS OR THE PATENTS ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR ANY LICENSE GRANTED PATENT. NO WARRANTY IS MADE BY MPP AND PFIZER (IN PEDIGREE ON THE PFIZER-MPP AGREEMENT) HEREUNDERBASIS OF TRADE USAGE, COURSE OF DEALING OR WITH RESPECT TO COURSE OF PERFORMANCE. PEDIGREE DOES NOT WARRANT THAT THE COMPOUND, PRODUCT OR LICENSED PRODUCT, TECHNOLOGY OR ANY OTHER MATTER. FURTHERMOREINFORMATION, NOTHING IN MATERIALS, TECHNOLOGY OR SERVICES PROVIDED UNDER THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE WILL MEET CLIENT’S REQUIREMENTS OR THAT THE MPPOPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED. CLIENT ACKNOWLEDGES THAT PEDIGREE’S OR LICENSEE(S)’S USE OBLIGATIONS UNDER THIS AGREEMENT ARE FOR THE BENEFIT OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYCLIENT ONLY.

Disclaimer. EXCEPT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NO PARTY HERETO MAKES ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE IMPROVENET SYSTEM, THE GEA CONTENT, THE GEA TECHNOLOGY, OR ANY OTHER TECHNOLOGY, CONTENT, OR INTELLECTUAL PROPERTY RIGHTS, OR ANY OTHER INFORMATION, DATA, PRODUCTS, SERVICES, ACCURACY OR RESULTS OF USE, RIGHTS OR OTHER SUBJECT MATTER OF THIS AGREEMENT AND THE PFIZER-MPP AGREEMENTHEREBY DISCLAIMS ALL IMPLIED WARRANTIES, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KINDINCLUDING, EXPRESS OR IMPLIEDWITHOUT LIMITATION, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR AND FITNESS FOR A PARTICULAR PURPOSE. TO THE EXTENT THAT ANY IMPLIED WARRANTY MAY NOT BE DISCLAIMED AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY SHALL BE THE MINIMUM PERMITTED UNDER SUCH LAW. ARTICLE X LIMITATION OF LIABILITY OTHER THAN WITH RESPECT TO INDEMNIFICATION OBLIGATIONS UNDER SECTION 12.1 OF ARTICLE XII, BREACH OF THE PATENTS NONDISCLOSURE OBLIGATIONS UNDER ARTICLE VII, AND INSTANCES OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER UNDER THIS AGREEMENT FOR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDERFORM OF SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR WITH RESPECT TO PUNITIVE DAMAGES OF ANY KIND (WHETHER OR NOT FORESEEABLE), EVEN IF INFORMED IN ADVANCE OF THE COMPOUNDPOSSIBILITY OF SUCH DAMAGES, PRODUCT OR LICENSED PRODUCTAND WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYOTHERWISE.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH STATED IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT OR REPRESENTATION, IN PARTICULAR, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NOTHING SHALL BE CONSTRUED AS: (a) A WARRANTY OR REPRESENTATION BY SCHERING AS TO THE VALIDITY OR SCOPE OF ANY SCHERING KNOW-HOW OR SCHERING PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE TRADEMARK OR THAT THE MPP’S OR LICENSEE(S)’S USE EXERCISE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER PATENT RIGHTS WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY UPON THE RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER ; (b) A REQUIREMENT THAT SCHERING SHALL FILE ANY PATENT APPLICATION OR TRADEMARK APPLICATION; SECURE ANY PATENT OR TRADEMARK APPLICATION, OR MAINTAIN ANY PATENT OR TRADEMARK APPLICATION IN THE PFIZERFORCE; (c) AN OBLIGATION BY SCHERING TO BRING OR PROSECUTE ACTIONS OR SUITS AGAINST THIRD PARTIES FOR INFRINGEMENT; (d) GRANTING BY IMPLICATION, ESTOPPEL, OR OTHERWISE BY SCHERING ANY LICENSES OR RIGHTS UNDER PATENTS OR KNOW-MPP HOW OR TRADEMARK OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT; (e) ALSO MAKE NO A REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE BY SCHERING OF THE COMPOUNDACCURACY, PRODUCT SAFETY, OR LICENSED PRODUCT WILL NOT INFRINGE USEFULNESS FOR ANY PATENT RIGHTS OR OTHER PURPOSE OF ANY INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE AT ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TIME MADE AVAILABLE TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYEXHALE.

Disclaimer. EXCEPT BUYER ACKNOWLEDGES AND AGREES THAT IT IS A SOPHISTICATED BUYER WHO IS FAMILIAR WITH THE OWNERSHIP AND OPERATION OF REAL ESTATE PROJECTS SIMILAR TO THE PROPERTY, AND THAT BUYER HAS BEEN GIVEN OR WILL BE GIVEN BEFORE THE END OF THE DUE DILIGENCE PERIOD, A FULL OPPORTUNITY TO INSPECT AND INVESTIGATE EACH AND EVERY ASPECT OF THE PROPERTY AND ANY AND ALL OTHER MATTERS RELATING THERETO, EITHER INDEPENDENTLY OR THROUGH AGENTS OF BUYER’S CHOOSING, INCLUDING, WITHOUT LIMITATION: (a) ALL MATTERS RELATING TO TITLE, TOGETHER WITH ALL GOVERNMENTAL AND OTHER LEGAL REQUIREMENTS SUCH AS EXPRESSLY SET FORTH TAXES, ASSESSMENTS, ZONING, USE PERMIT REQUIREMENTS AND BUILDING CODES. (b) THE PHYSICAL CONDITION AND ASPECTS OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE INTERIOR, THE EXTERIOR, THE SQUARE FOOTAGE WITHIN THE IMPROVEMENTS, THE STRUCTURE, SEISMIC ASPECTS OF THE PROPERTY, THE PAVING, THE UTILITIES, AND ALL OTHER PHYSICAL AND FUNCTIONAL ASPECTS OF THE PROPERTY. SUCH EXAMINATION OF THE PHYSICAL CONDITION OF THE PROPERTY SHALL INCLUDE AN EXAMINATION FOR THE PRESENCE OR ABSENCE OF “HAZARDOUS MATERIALS”, (AS HEREUNDER DEFINED), WHICH SHALL BE PERFORMED OR ARRANGED BY BUYER AT BUYER’S SOLE EXPENSE. FOR PURPOSES OF THIS AGREEMENT, “HAZARDOUS MATERIALS” SHALL MEAN MOLD, FUNGI, BACTERIA AND/OR BIOLOGICAL GROWTH OR BIOLOGICAL GROWTH FACTORS, INFLAMMABLE EXPLOSIVES, RADIOACTIVE MATERIALS, ASBESTOS, POLYCHLORINATED BIPHENYLS, LEAD, LEAD-BASED PAINT, UNDER AND/OR ABOVE GROUND TANKS, HAZARDOUS MATERIALS, HAZARDOUS WASTES, HAZARDOUS SUBSTANCES, OIL, OR RELATED MATERIALS, WHICH ARE LISTED OR REGULATED IN THIS AGREEMENT THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980, AS AMENDED (42 U.S.C. SECTIONS 6901, ET SEQ.), THE RESOURCES CONSERVATION AND RECOVERY ACT OF 1976 (42 U.S.C. SECTION 6901, ET SEQ.), THE CLEAN WATER ACT (33 U.S.C. SECTION 1251, ET SEQ.), THE SAFE DRINKING WATER ACT (14 U.S.C. SECTION 1401, ET SEQ.), THE HAZARDOUS MATERIALS TRANSPORTATION ACT (49 U.S.C. SECTION 1801, ET SEQ.), AND THE PFIZER-MPP AGREEMENTTOXIC SUBSTANCE CONTROL ACT (15 U.S.C. SECTION 2601, MPP ET SEQ.), AND PFIZER ANY OTHER APPLICABLE FEDERAL, STATE OR LOCAL LAWS. (c) ANY EASEMENTS AND/OR ACCESS RIGHTS AFFECTING THE PROPERTY. (d) THE LEASES AND ALL MATTERS IN CONNECTION THEREWITH, INCLUDING, WITHOUT LIMITATION, THE PFIZER-MPP AGREEMENTABILITY OF THE VARIOUS TENANTS TO PAY THE RENT AND THE ECONOMIC VIABILITY OF THE VARIOUS TENANTS. (e) MAKES NO REPRESENTATIONS ALL MATTERS ARISING OUT OF OR RELATING IN ANY WAY TO ANY OTHER DOCUMENTS OR AGREEMENTS OF SIGNIFICANCE AFFECTING THE PROPERTY. (f) ALL FINANCIAL EXAMINATIONS AND EXTENDS NO WARRANTIES OTHER MATTERS OF ANY KIND, EXPRESS SIGNIFICANCE AFFECTING THE PROPERTY OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT OTHERWISE RELATING TO THE PATENTS OR ANY LICENSE GRANTED ACQUISITION BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE BUYER OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT PROPERTY. BUYER WILL ACQUIRE THE PROPERTY SOLELY ON THE BASIS OF AND IN RELIANCE UPON SUCH EXAMINATIONS AND THE TITLE INSURANCE PROTECTION AFFORDED BY THE OWNER’S POLICY AND NOT ON ANY INFORMATION PROVIDED OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS TO BE PROVIDED BY SELLER (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (AS EXPRESSLY PROVIDED IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYREPRESENTATIONS MADE BY SELLER UNDER SECTION 6.1).

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP SELLER HAS NOT AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES DOES NOT MAKE ANY REPRESENTATION OR GIVE ANY WARRANTY OF ANY KINDKIND OR CHARACTER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS WARRANTY OR IMPLIED WARRANTIES OF REPRESENTATION AS TO HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PURCHASER ACKNOWLEDGES AND AGREES THAT UPON CLOSING, SELLER SHALL SELL AND CONVEY TO PURCHASER AND PURCHASER SHALL ACCEPT THE PROPERTY "AS IS, WHERE IS, WITH ALL FAULTS", EXCEPT TO THE EXTENT EXPRESSLY OTHERWISE SET FORTH IN THIS AGREEMENT. PURCHASER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY MADE OR FURNISHED BY SELLER, THE MANAGERS OF THE PROPERTY OR ANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT. PURCHASER REPRESENTS TO SELLER THAT PURCHASER WILL CONDUCT PRIOR TO CLOSING SUCH INVESTIGATIONS OF THE PROPERTY INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS OF THE PROPERTY, AS PURCHASER DEEMS NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PATENTS PROPERTY, AND WILL RELY SOLELY ON THE SAME AND NOT ON ANY INFORMATION PROVIDED BY OR ANY LICENSE GRANTED BY MPP ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES, OTHER THAN SUCH REPRESENTATION, WARRANTIES AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT AGREEMENT. UPON CLOSING, PURCHASER SHALL BE CONSTRUED AS A WARRANTY ASSUME THE RISK THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTSADVERSE MATTERS, LICENSED KNOW-HOWINCLUDING BUT NOT LIMITED TO, COMPOUNDCONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL MAY NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYHAVE BEEN REVEALED BY PURCHASER'S INVESTIGATIONS.

Disclaimer. EXCEPT AS NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR OTHERWISE: (a) THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY EXPRESSLY SET FORTH IN ARTICLE IV HEREOF AND IN THE CERTIFICATE DELIVERED PURSUANT TO SECTION 7.02(c) AND IN ANY TRANSACTION DOCUMENT, ARE AND SHALL CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES TO PURCHASER AND MERGER SUB IN CONNECTION WITH THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP THE TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, AND PFIZER (b) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES REFERRED TO IN CLAUSE (a) ABOVE, NEITHER THE COMPANY, ITS SUBSIDIARIES NOR ANY NON-RECOURSE PARTY HAS MADE OR IS MAKING ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, STATUTORY OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE BUSINESS OR THE ASSETS OF THE COMPANY AND ITS SUBSIDIARIES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR OTHERWISE, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE IV HEREOF AND IN THE PFIZER-MPP AGREEMENTCERTIFICATE DELIVERED PURSUANT TO SECTION 7.02(c) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF IN ANY KINDTRANSACTION DOCUMENT, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, OF ANY NATURE, INCLUDING WITHOUT LIMITATION WITH RESPECT TO ANY EXPRESS OR IMPLIED WARRANTIES REPRESENTATION OR WARRANTY AS TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE BUSINESS OR THE ASSETS OF THE COMPANY AND ITS SUBSIDIARIES, ARE HEREBY EXPRESSLY DISCLAIMED. PURCHASER AND MERGER SUB REPRESENT, WARRANT, COVENANT AND AGREE, ON BEHALF OF THEMSELVES AND THEIR RESPECTIVE AFFILIATES, THAT PURCHASER AND MERGER SUB SHALL ACQUIRE THE COMPANY AND ITS SUBSIDIARIES AND THEIR RESPECTIVE ASSETS WITHOUT ANY REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR A ANY PARTICULAR PURPOSE, IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS AND “WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDERALL FAULTS”, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS REPRESENTATIONS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP WARRANTIES EXPRESSLY MADE BY THE COMPANY AS SET FORTH IN ARTICLE IV HEREOF AND PFIZER (IN THE PFIZER-MPP AGREEMENTCERTIFICATE DELIVERED PURSUANT TO SECTION 7.02(c) ALSO DO NOT GIVE AND IN ANY WARRANTYTRANSACTION DOCUMENT. Without limiting the generality of the immediately preceding paragraph, EXPRESS OR IMPLIEDit is understood and agreed by Purchaser and Merger Sub, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUNDon behalf of themselves and their respective Affiliates, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACY(i) that any cost estimate, projection or other prediction, data, financial information or any memoranda or offering materials or presentations, including, without limitation, any memoranda and materials provided by the Company, any direct or indirect holder of Company Shares or any of their respective Representatives, are not and shall not be deemed to be or to include representations or warranties of the Company, except to the extent explicitly set forth in Article IV hereof and in the certificate delivered pursuant to Section 7.02(c) and (ii) that no such Person has relied on any such cost estimate, projections or other prediction, data, financial information or any such memoranda or materials except to the extent explicitly set forth in Article IV hereof.

Disclaimer. EXCEPT AS EXPRESSLY SPECIFICALLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP FROM AND PFIZER (AFTER THE DELIVERY BY SUBLESSOR AND ACCEPTANCE BY SUBLESSEE, THE AIRCRAFT DELIVERED HEREUNDER IS SUBLEASED TO SUBLESSEE IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS “AS IS, WHERE IS” CONDITION, AND EXTENDS NO WARRANTIES OF SUBLESSEE HEREBY WAIVES, RELEASES AND RENOUNCES ANY KINDAND ALL WARRANTIES, OBLIGATIONS AND LIABILITIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION DIRECT OR INDIRECT, OF SUBLESSOR, ITS SUCCESSORS AND ASSIGNS AND ALL OTHER INDEMNITEES, AND ANY AND ALL RIGHTS, CLAIMS, AND REMEDIES, EXPRESS OR IMPLIED, DIRECT OR INDIRECT, OF SUBLESSEE AGAINST SUBLESSOR, ITS SUCCESSORS AND ASSIGNS AND ALL OTHER INDEMNITEES, ARISING BY LAW OR OTHERWISE (EXCEPT AS SET FORTH IN THIS AGREEMENT) WITH RESPECT TO THE AIRCRAFT OR ANY PARTS OR THE USE OR OPERATION OF THE AIRCRAFT OR ANY PARTS OR ANY NONCONFORMANCE OR DEFECT THEREIN, INCLUDING: (a) ANY WARRANTY AS TO THE CONDITION OF THE AIRCRAFT; (b) ANY IMPLIED WARRANTIES WARRANTY OF MERCHANTABILITY OR FITNESS FOR A ANY PARTICULAR PURPOSE; (c) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, WITH RESPECT TO COURSE OF DEALING OR USAGE OF TRADE; (d) ANY LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE PATENTS STRICT LIABILITY OR ANY LICENSE GRANTED BY MPP THE ACTUAL OR IMPUTED NEGLIGENCE OF SUBLESSOR AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDER, ITS RESPECTIVE SUCCESSORS OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, ASSIGNS OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT INDEMNITEE; AND (e) ANY PATENT STATUTORY OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID WARRANTY, CONDITION, DESCRIPTION OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTYREPRESENTATION, EXPRESS OR IMPLIED, WITH REGARD AS TO THE SAFETY STATE, QUALITY, VALUE, CONDITION, DESIGN, OPERATION OR EFFICACY FITNESS OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYAIRCRAFT.

Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR ANY WARRANTY AS TO THE VALIDITY OF ANY PATENTS OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF LICENSES GRANTED HEREIN ARE MADE “AS IS, WHERE IS” WITH ALL FAULTS. ANY KINDINFORMATION PROVIDED BY ABBVIE OR ITS AFFILIATES TO LICENSEE IS OR HAS BEEN MADE AVAILABLE ON AN “AS IS” BASIS WITHOUT WARRANTY WITH RESPECT TO COMPLETENESS, EXPRESS COMPLIANCE WITH REGULATORY STANDARDS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY REGULATIONS OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, PURPOSE OR ANY OTHER MATTERKIND OF WARRANTY WHETHER EXPRESS OR IMPLIED. FURTHERMORE, NOTHING IN THIS AGREEMENT NO EVENT SHALL ABBVIE BE CONSTRUED AS A WARRANTY THAT LIABLE FOR ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED LOSSES IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE EXCESS OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT UPFRONT PAYMENT SET FORTH IN SECTION 4.1 FOR ANY BREACH OF ITS REPRESENTATIONS OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE WARRANTIES HEREUNDER. EACH PARTY HEREBY DISCLAIMS ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE THE RESEARCH, DEVELOPMENT, MANUFACTURE OR COMMERCIALIZATION OF THE COMPOUND, PRODUCT ANY LICENSED COMPOUND OR LICENSED PRODUCT PURSUANT TO THIS AGREEMENT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYSUCCESSFUL.

Disclaimer. THE SERVICES and DATA ARE PROVIDED BY ABB “AS IS.” EXCEPT AS TO THE EXTENT WHERE SUCH DISCLAIMER IS PROHIBITED BY APPLICABLE LAW, ABB DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY SET FORTH OUT IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF ANY KINDMERCHANTABILITY, EXPRESS OR IMPLIEDACCURACY, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR COMPLETENESS, FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT OR INTELLECTUAL PROPERTY INFRINGEMENT AND ABB, EXCEPT TO THE PATENTS OR EXTENT WHERE SUCH IS PROHIBITED BY APPLICABLE LAW, HEREBY EXPRESSLY DISCLAIMS ANY LICENSE GRANTED BY MPP AND PFIZER (IN OF THE PFIZER-MPP AGREEMENT) HEREUNDERFOREGOING. ABB, OR WITH RESPECT EXCEPT TO THE COMPOUNDEXTENT WHERE SUCH IS PROHIBITED BY APPLICABLE LAW, PRODUCT DOES NOT REPRESENT OR LICENSED PRODUCTWARRANT THAT (I) THE SERVICES WILL OPERATE ERROR FREE, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)(II) CUSTOMER’S USE OF SERVICES WILL BE UNINTERRUPTED OR (III) ALL DEFECTS WILL BE IDENITIFIED, REPRODUCIBLE OR RESOLVED. SUCH WARRANTIES SHALL NOT BE ENLARGED, DIMINISHED OR OTHERWISE AFFECTED BY THE PATENTSRENDERING OF ANY ADVICE OR SERVICE BY ABB IN CONNECTION WITH THE SERVICES OR BY ANY IMPLIED WARRANTY ARISING OUT OF ANY COURSE OF DEALING, BY STATUTE, OR BY PERFORMANCE, CUSTOM OR USAGE OF TRADE, EXCEPT TO THE EXTENT WHERE SUCH IS PROHIBITED BY APPLICABLE LAW. ALL SEPARATELY LICENSED KNOWTHIRD-HOWPARTY TECHNOLOGY, COMPOUNDTHIRD-PARTY CONTENT, PRODUCT AND ANY INFORMATION CONTAINED OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE OBTAINED BY YOU VIA ANY PATENT RIGHTS THIRD-PARTY WEBSITE OR OTHER INTELLECTUAL PROPERTY RIGHTS OF THIRD-PARTY INFORMATION THAT YOU MAY ACCESS THROUGH THE SERVICES ARE PROVIDED “AS IS” WITHOUT ANY THIRD PARTY. MPP WARRANTY OR INDEMNITY FROM ABB AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO ANY REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF OR CONCERNING THE COMPOUNDSAME IS STRICTLY BETWEEN CUSTOMER AND THE OWNER, PRODUCT LICENSOR OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS DISTRIBUTOR OF SUCH THIRD-PARTY TECHNOLOGY, THIRD-PARTY CONTENT, OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOWTHIRD-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTYPARTY WEBSITE, EXPRESS OR IMPLIED, WITH REGARD EXCEPT TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE EXTENT WHERE SUCH SAFETY OR EFFICACYIS PROHIBITED BY APPLICABLE LAW.

Disclaimer. EXCEPT AS NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR OTHERWISE: (a) THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY EXPRESSLY SET FORTH IN ARTICLE IV HEREOF AND IN THE CERTIFICATES DELIVERED PURSUANT TO SECTION 9.02(a), ARE AND SHALL CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES TO PARENT AND MERGER SUBSIDIARY IN CONNECTION WITH THIS AGREEMENT AND THE PFIZERTRANSACTIONS CONTEMPLATED HEREBY, AND (b) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES REFERRED TO IN CLAUSE (a) ABOVE, NEITHER THE COMPANY, ITS SUBSIDIARIES NOR ANY NON-MPP AGREEMENTRECOURSE PARTY HAS MADE OR IS MAKING ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, MPP STATUTORY OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE BUSINESS OR THE ASSETS OF THE COMPANY AND PFIZER (ITS SUBSIDIARIES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR OTHERWISE, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE IV HEREOF AND IN THE PFIZER-MPP AGREEMENT) MAKES NO CERTIFICATES DELIVERED PURSUANT TO SECTION 9.02(a), ALL OTHER REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KINDWARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, OF ANY NATURE, INCLUDING WITHOUT LIMITATION WITH RESPECT TO ANY EXPRESS OR IMPLIED WARRANTIES REPRESENTATION OR WARRANTY AS TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE BUSINESS OR THE ASSETS OF THE COMPANY AND ITS SUBSIDIARIES, ARE HEREBY EXPRESSLY DISCLAIMED. PARENT AND MERGER SUBSIDIARY REPRESENT, WARRANT, COVENANT AND AGREE, ON BEHALF OF THEMSELVES, THEIR RESPECTIVE AFFILIATES AND THE PARENT RELATED PARTIES, THAT IN DETERMINING TO ENTER INTO AND CONSUMMATE THIS AGREEMENT, THE COMMITMENT LETTERS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, THEY ARE NOT RELYING UPON ANY REPRESENTATION OR WARRANTY MADE OR PURPORTEDLY MADE BY OR ON BEHALF OF ANY PERSON, OTHER THAN THOSE EXPRESSLY MADE BY THE COMPANY AS SET FORTH IN ARTICLE IV HEREOF AND IN THE CERTIFICATE DELIVERED PURSUANT TO SECTION 9.02(a), AND THAT PARENT AND MERGER SUBSIDIARY SHALL ACQUIRE THE COMPANY AND ITS SUBSIDIARIES AND THEIR RESPECTIVE ASSETS WITHOUT ANY REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR A ANY PARTICULAR PURPOSE, IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS AND “WITH RESPECT ALL FAULTS” SUBJECT TO THE PATENTS OR ANY LICENSE GRANTED REPRESENTATIONS AND WARRANTIES MADE BY MPP THE COMPANY AS SET FORTH IN ARTICLE IV HEREOF WHICH SHALL NOT SURVIVE THE CLOSING AND PFIZER (IN THE PFIZER-MPP AGREEMENTCERTIFICATE DELIVERED PURSUANT TO SECTION 9.02(a) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION AND WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN BY (AND ONLY BY) THE PATENTS IS VALID OR ENFORCEABLE OR THAT COMPANY WHICH SHALL NOT SURVIVE THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTSCLOSING. Without limiting the generality of the immediately preceding paragraph, LICENSED KNOW-HOWit is understood and agreed by Parent and Merger Subsidiary, COMPOUNDon behalf of themselves, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER their respective Affiliates and Parent Related Parties, that any cost estimate, projection or other prediction, any data, any financial information or any memoranda or offering materials or presentations, including, without limitation, any memoranda and materials provided by the Company, any direct or indirect holder of Company Stock or OpCo Units or any of their respective Representatives, are not and shall not be deemed to be or to include representations or warranties, except to the extent explicitly set forth in Article IV hereof and in the certificates delivered pursuant to Section 9.02(a) as a representation and warranty by (IN THE PFIZER-MPP AGREEMENTand only by) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYthe Company.

Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR EXTENDS ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED (AND EACH PARTY HEREBY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES NOT EXPRESSLY PROVIDED IN THIS AGREEMENT), INCLUDING WITH RESPECT TO ANY PATENTS OR KNOW-HOW, INCLUDING WARRANTIES OF VALIDITY OR ENFORCEABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, PERFORMANCE AND NON-INFRINGEMENT OF ANY THIRD PARTY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHT. WITHOUT LIMITING THE FOREGOING, THE PARTIES AGREE THAT THE MILESTONE EVENTS AND NET SALES LEVELS SET FORTH IN THIS AGREEMENT OR THAT HAVE OTHERWISE BEEN DISCUSSED BY THE PARTIES ARE MERELY INTENDED TO DEFINE THE MILESTONE PAYMENTS AND THE PFIZER-MPP AGREEMENTROYALTY OBLIGATIONS IF SUCH MILESTONE EVENTS OR NET SALES LEVELS ARE ACHIEVED. NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THAT IT WILL BE ABLE TO SUCCESSFULLY ADVANCE ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, DEGRADER PRODUCT OR DEVELOP, ACHIEVE REGULATORY APPROVAL FOR, MANUFACTURE OR COMMERCIALIZE ANY LICENSED PRODUCTPRODUCT OR, OR ANY OTHER MATTER. FURTHERMOREIF COMMERCIALIZED, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT PARTICULAR SALES LEVEL OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE PROFIT OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR SUCH LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYACHIEVED.

Disclaimer. (A) EXCEPT AS EXPRESSLY SET FORTH OTHERWISE SPECIFICALLY STATED IN THIS AGREEMENT AGREEMENT, SELLER HEREBY SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY, OR REPRESENTATION, ORAL OR WRITTEN, PAST, PRESENT, OR FUTURE OF, AS TO, OR CONCERNING THE NATURE AND CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL, AND GEOLOGY, AND THE PFIZER-MPP SUITABILITY THEREOF AND OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH BUYER MAY ELECT TO CONDUCT THEREON. (B) EXCEPT AS SPECIFICALLY STATED IN THIS AGREEMENT, MPP SELLER HAS NOT MADE AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF IS NOT MAKING ANY KIND, EXPRESS REPRESENTATION OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF WARRANTY REGARDING MERCHANTABILITY OR FITNESS FOR A ANY PARTICULAR PURPOSE, ENVIRONMENTAL CONDITIONS, ZONING OR THE AVAILABILITY OF UTILITIES OR PERMITS. (C) BUYER ACKNOWLEDGES THAT HAVING BEEN GIVEN A SUFFICIENT OPPORTUNITY TO INSPECT THE PROPERTY, AND TO REVIEW OTHER MATERIAL GIVEN TO BUYER, BUYER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY IN ARRIVING AT ITS DECISION TO PURCHASE THE PROPERTY AND HAS NOT RELIED UPON ANY PLANS SELLING BROCHURES, ADVERTISEMENTS, REPRESENTATIONS WARRANTES, STATEMENTS OR ESTIMATES OF ANY NATURE WRITTEN OR ORAL BY SELLER OR SELLER’S AGENT IN DECIDING TO PURCHASE THE PROPERTY AT THE STATED PRICE. (D) BUYER IS PURCHASING THE PROPERTY IN ITS PRESENT CONDITION, "AS IS, WHERE IS", AND SELLER HAS NO OBLIGATION TO CONSTRUCT ANY IMPROVEMENTS THEREON, OR TO PERFORM ANY OTHER ACT REGARDING THE PROPERTY, EXCEPT AS EXPRESSLY PROVIDED HEREIN. (E) ANY FACTUAL INFORMATION SUCH AS PROPERTY DIMENSIONS, SQUARE FOOTAGE, OR SKETCHES SHOWN TO BUYER OR SET FORTH HEREIN ARE OR MAY BE APPROXIMATE AND BUYER REPRESENTS TO SELLER THAT THEY HAVE INSPECTED AND VERIFIED THE FACTS AND INFORMATION PRIOR TO THE EXECUTION OF THIS AGREEMENT. NO LIABILITY FOR ANY INACCURACIES, ERRORS OR OMISSIONS IS ASSUMED BY THE SELLER, THE BROKER OR OTHER AGENTS. (F) THE REAL ESTATE SALESPERSONS AND BROKERS IN THIS TRANSACTION HAVE NO EXPERTISE WITH RESPECT TO ENVIRONMENTAL MATTERS. PROPER INSPECTIONS OF THE PATENTS PROPERTY BY QUALIFIED EXPERTS ARE ENCOURAGED TO DETERMINE WHETHER OR NOT THERE ARE ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDER, CURRENT OR WITH RESPECT POTENTIAL ENVIRONMENTAL CONCERNS RELATING TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTERPROPERTY. FURTHERMORE, NOTHING THE REAL ESTATE SALESPERSONS AND BROKERS IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT TRANSACTION HAVE NOT MADE, NOR WILL THEY MAKE, ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTSREPRESENTATIONS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS EITHER EXPRESSED OR IMPLIED, WITH REGARD REGARDING THE EXISTENCE OR NON-EXISTENCE OF ANY SUCH ENVIRONMENTAL CONCERNS IN OR ON THE PROPERTY. (G) BUYER HAS BEEN MADE AWARE OF ANY DEED RESTRICTIONS THAT ARE ATTACHED TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT THIS PROPERTY AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE IS BUYING SUBJECT TO ENSURE SUCH SAFETY OR EFFICACYTHOSE DEED RESTRICTIONS.

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Disclaimer. THE XTIME INTERFACE AND THE PROVIDER INTEGRATION ARE INTENDED ONLY TO FACILITATE THE MANAGEMENT AND OPERATION OF CERTAIN ASPECTS OF PROVIDER’S (OR MUTUAL DEALER CLIENTS’) BUSINESS AT THE APPLICABLE LOCATIONS. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT AND STATED HEREIN, NEITHER XTIME NOR ANY OF ITS AFFILIATES MAKE ANY REPRESENTATION OR WARRANTY TO PROVIDER OR ANY OTHER PERSON WITH RESPECT TO THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN XTIME INTERFACE OR THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KINDPROVIDER INTEGRATION, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES REPRESENTATION OR WARRANTY OF SUITABILITY, LEGALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS NON- INFRINGEMENT OR ANY LICENSE GRANTED BY MPP AND PFIZER OTHER REPRESENTATION OR WARRANTY OF ANY TYPE OR NATURE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (IN I) XTIME WILL HAVE NO DUTY TO VERIFY THE PFIZER-MPP AGREEMENT) HEREUNDERCONTENT OR ACCURACY OF, OR WITH RESPECT TO ANALYZE IN ANY MANNER, THE COMPOUND, PRODUCT DATA; (II) XTIME SPECIFICALLY DISCLAIMS ANY AND ALL LIABILITY TO PROVIDER RESULTING FROM OR LICENSED PRODUCTRELATING TO ANY ACTIONS BY A MUTUAL DEALER CLIENT, OR ANY OTHER MATTER. FURTHERMOREBREACH BY A MUTUAL DEALER CLIENT OF ANY APPLICABLE MUTUAL DEALER CLIENT AGREEMENT; AND (III) XTIME MAKES NO REPRESENTATION, NOTHING WARRANTY OR COMMITMENT THAT THE XTIME INTERFACE OR THE PROVIDER INTEGRATION WILL OPERATE ERROR- FREE, WITHOUT INTERRUPTION OR IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ACCORDANCE WITH ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE SPECIFICATIONS, OR THAT THE MPP’S XTIME INTERFACE OR LICENSEE(S)’S USE THE PROVIDER INTEGRATION IS SUITABLE FOR ANY SPECIFIC PURPOSE, INCLUDING ANY ADVICE REGARDING THE VALUE, COSTS, PROFIT TARGETS, QUALITY OR SUITABILITY OF ANY PARTICULAR TRANSACTION, SALES STRATEGY OR OTHER BUSINESS PRACTICE. ANY RELIANCE BY PROVIDER UPON ANY DATA OR THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER XTIME INTERFACE WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYDIMINISH THIS DISCLAIMER.

Disclaimer. (1) AS-IS, WHERE-IS. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH PROVIDED IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (PARAGRAPH 8A OR IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS DEED, THE SALE OF THE PROPERTY HEREUNDER IS AND EXTENDS NO WILL BE MADE ON AN "AS IS, WHERE IS" BASIS AND THAT SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES OR GUARANTIES OF ANY KINDKIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS ORAL OR IMPLIED WARRANTIES OF MERCHANTABILITY WRITTEN, PAST, PRESENT OR FITNESS FOR A PARTICULAR PURPOSEFUTURE OF, WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDERAS TO, CONCERNING OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, PROPERTY OR ANY OTHER MATTERMATTER WHATSOEVER. (2) SOPHISTICATION OF BUYER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS BUYER IS A WARRANTY SOPHISTICATED PURCHASER WHO IS FAMILIAR WITH THE OWNERSHIP AND OPERATION OF REAL ESTATE PROJECTS SIMILAR TO THE PROPERTY AND THAT ANY PATENT BUYER HAS OR OTHER PROPRIETARY RIGHTS INCLUDED IN WILL HAVE ADEQUATE OPPORTUNITY TO COMPLETE ALL PHYSICAL AND FINANCIAL EXAMINATIONS RELATING TO THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE ACQUISITION OF THE PATENTSPROPERTY HEREUNDER IT DEEMS NECESSARY, LICENSED KNOW-HOW, COMPOUND, PRODUCT AND WILL ACQUIRE THE SAME SOLELY ON THE BASIS OF SUCH EXAMINATIONS AND THE TITLE INSURANCE PROTECTION AFFORDED BY THE OWNER'S POLICY AND NOT ON ANY INFORMATION PROVIDED OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS TO BE PROVIDED BY SELLER (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER AS EXPRESSLY PROVIDED IN PARAGRAPH 8A OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZERDEED). (3) INTERIM/PASSIVE OWNER. SELLER (A) DID NOT DEVELOP OR CONSTRUCT THE PROPERTY; AND (B) HAS DELEGATED THE DAY-MPP AGREEMENTTO-DAY MANAGEMENT OF THE PROPERTY TO MANAGER. (4) ALSO DO NOT GIVE DUE DILIGENCE MATERIALS. ANY WARRANTY, EXPRESS INFORMATION PROVIDED OR IMPLIED, TO BE PROVIDED WITH REGARD RESPECT TO THE SAFETY PROPERTY IS SOLELY FOR BUYER'S CONVENIENCE AND WAS OR EFFICACY WILL BE OBTAINED FROM A VARIETY OF SOURCES AND THAT SELLER HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE COMPOUNDACCURACY OR COMPLETENESS OF SUCH INFORMATION (EXCEPT TO THE EXTENT PROVIDED IN PARAGRAPH 8A AND IN THE DEED). SELLER SHALL NOT BE LIABLE FOR ANY NEGLIGENT MISREPRESENTATION OR ANY FAILURE TO INVESTIGATE THE PROPERTY NOR SHALL SELLER BE BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, PRODUCT REPRESENTATIONS, APPRAISALS, ENVIRONMENTAL ASSESSMENT REPORTS, OR LICENSED PRODUCT AND IT SHALL BE OTHER INFORMATION PERTAINING TO THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY PROPERTY OR EFFICACYTHE OPERATION THEREOF, FURNISHED BY SELLER, MANAGER, OR BY ANY REAL ESTATE BROKER, AGENT, REPRESENTATIVE, AFFILIATE, EMPLOYEE, SERVANT OR OTHER PERSON OR ENTITY ACTING ON SELLER'S BEHALF (COLLECTIVELY, "SELLER RELATED PARTIES").

Disclaimer. EXCEPT PURCHASER ACKNOWLEDGES AND AGREES THAT SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE SPECIAL WARRANTY OF TITLE AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (OUT IN THE PFIZER-MPP DEED, AS DEFINED BELOW OR PURSUANT TO THE TERMS OF THIS AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES ), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KINDKIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, INCLUDING ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE PROPERTY, (C) THE SUITABILITY OF THE PROPERTY FOR ANY EXPRESS AND ALL ACTIVITIES AND USES WHICH PURCHASER OR IMPLIED WARRANTIES ANY TENANT MAY CONDUCT THEREON, (D) THE COMPLIANCE OF MERCHANTABILITY OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSEPURPOSE OF THE PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, OR (H) COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW) OR (I) ANY OTHER MATTER WITH RESPECT TO THE PATENTS PROPERTY. ADDITIONALLY, NO PERSON ACTING ON BEHALF OF SELLER IS AUTHORIZED TO MAKE, AND BY EXECUTION HEREOF OF PURCHASER ACKNOWLEDGES THAT NO PERSON HAS MADE, ANY REPRESENTATION, AGREEMENT, STATEMENT, WARRANTY, GUARANTY OR PROMISE REGARDING THE PROPERTY OR THE TRANSACTION CONTEMPLATED HEREIN OTHER THAN AS SET FORTH HEREIN; AND NO SUCH REPRESENTATION, WARRANTY, AGREEMENT, GUARANTY, STATEMENT OR PROMISE IF ANY, MADE BY ANY LICENSE GRANTED PERSON ACTING ON BEHALF OF SELLER SHALL BE VALID OR BINDING UPON SELLER UNLESS EXPRESSLY SET FORTH HEREIN. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY MPP SELLER, EXCEPT AS OTHERWISE SET FORTH HEREIN, AND PFIZER AGREES TO ACCEPT THE PROPERTY AT THE CLOSING AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER (IN INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE PFIZER-MPP AGREEMENT) HEREUNDER, PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE PROPERTY. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE COMPOUNDPROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT SELLER HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY, PRODUCT TRUTHFULNESS OR LICENSED PRODUCTCOMPLETENESS, EXCEPT AS OTHERWISE SET FORTH HEREIN, OF SUCH INFORMATION. SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENT, REPRESENTATION OR INFORMATION PERTAINING TO THE PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY OTHER MATTER. FURTHERMOREREAL ESTATE BROKER, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT CONTRACTOR, AGENT, EMPLOYEE, SERVANT OR OTHER PROPRIETARY RIGHTS INCLUDED IN PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE PATENTS MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS VALID OR ENFORCEABLE OR MADE ON AN "AS IS" CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE MPP’S OR LICENSEE(S)’S USE PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT ALL OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP IS SOLD BY SELLER AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD PURCHASED BY PURCHASER SUBJECT TO THE SAFETY FOREGOING. THE PROVISIONS OF THIS SECTION 5 SHALL SURVIVE THE CLOSING OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYANY TERMINATION HEREOF.

Disclaimer. EXCEPT AS NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR OTHERWISE: (A) THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY EXPRESSLY SET FORTH IN ARTICLE V AND THE REPRESENTATIONS AND WARRANTIES OF PARENT EXPRESSLY SET FORTH IN ARTICLE VI, AS APPLICABLE, ARE AND SHALL CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES MADE WITH RESPECT TO THE COMPANY AND ITS SUBSIDIARIES AND PARENT AND ITS SUBSIDIARIES, AS APPLICABLE, IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, AND (B) EXCEPT FOR THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES REFERRED TO IN CLAUSE (A) ABOVE, (I) NONE OF THE COMPANY, ITS SUBSIDIARIES, ANY COMPANY RELATED PARTY OR ANY OTHER PERSON HAS MADE OR IS MAKING ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, STATUTORY OR OTHERWISE, OF ANY KINDNATURE, INCLUDING WITH RESPECT TO ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE BUSINESS OR THE ASSETS OF THE COMPANY AND ITS SUBSIDIARIES AND (II) NONE OF PARENT, ITS SUBSIDIARIES, ANY PARENT RELATED PARTY OR ANY OTHER PERSON HAS MADE OR IS MAKING ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, STATUTORY OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE BUSINESS OR THE ASSETS OF PARENT AND ITS SUBSIDIARIES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR OTHERWISE, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE V AND ARTICLE VI, AS APPLICABLE, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, OF ANY NATURE, INCLUDING WITHOUT LIMITATION WITH RESPECT TO ANY EXPRESS OR IMPLIED WARRANTIES REPRESENTATION OR WARRANTY AS TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE BUSINESS OR THE ASSETS OF THE COMPANY AND ITS SUBSIDIARIES OR THE BUSINESS OR THE ASSETS OF PARENT AND ITS SUBSIDIARIES, AS APPLICABLE, ARE HEREBY EXPRESSLY DISCLAIMED. EACH PARTY REPRESENTS, WARRANTS, COVENANTS AND AGREES, ON BEHALF OF THEMSELVES AND THE COMPANY RELATED PARTIES OR THE PARENT RELATED PARTIES, AS THE CASE MAY BE, THAT IN DETERMINING TO ENTER INTO AND CONSUMMATE THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, THEY ARE NOT RELYING UPON, AND HAVE NOT BEEN INDUCED BY, ANY REPRESENTATION OR WARRANTY MADE OR PURPORTEDLY MADE BY OR ON BEHALF OF ANY PERSON, OTHER THAN THOSE EXPRESSLY MADE BY THE COMPANY AS SET FORTH IN ARTICLE V AND PARENT AS SET FORTH IN ARTICLE VI, AS APPLICABLE, AND THAT PARENT AND MERGER SUB SHALL ACQUIRE THE COMPANY AND ITS SUBSIDIARIES AND THEIR RESPECTIVE ASSETS AND THAT THE HOLDERS OF THE SHARES OF COMPANY COMMON STOCK SHALL ACQUIRE SHARES OF PARENT COMMON STOCK WITHOUT ANY REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR A ANY PARTICULAR PURPOSE, IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS AND “WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER ALL FAULTS”. Without limiting the generality of the immediately preceding paragraph, it is understood and agreed by (IN THE PFIZER-MPP AGREEMENTi) HEREUNDERParent and Merger Sub, OR WITH RESPECT TO THE COMPOUNDon behalf of themselves and the Parent Related Parties, PRODUCT OR LICENSED PRODUCTthat any estimate, OR ANY OTHER MATTER. FURTHERMOREprojection forecast, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTSplan, LICENSED KNOW-HOWbudget or other prediction, COMPOUNDany data, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER any financial information or any memoranda or offering materials or presentations, including any memoranda and materials provided by or on behalf of the Company, any of the Subsidiaries of the Company or any Company Related Party, are not and shall not be deemed to be or to include representations or warranties, except to the extent explicitly set forth in Article V hereof as a representation and warranty by (IN THE PFIZER-MPP AGREEMENTand only by) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUNDthe Company and (ii) the Company, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS on behalf of itself and the Company Related Parties, that any estimate, projection forecast, plan, budget or other prediction, any data, any financial information or any memoranda or offering materials or presentations, including any memoranda and materials provided by or on behalf of Parent or any Parent Related Party, are not and shall not be deemed to be or to include representations or warranties, except to the extent explicitly set forth in Article VI hereof as a representation and warranty by (OTHER THAN THE PATENTS AND LICENSED KNOW-HOWand only by) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYParent.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) NEITHER PARTY MAKES NO ANY REPRESENTATIONS AND EXTENDS NO OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, PURPOSE WITH RESPECT TO ANY LICENSED COMPOUNDS, LICENSED PRODUCTS, TRANSFERRED MATERIALS, THE PATENTS BMS PATENT RIGHTS OR BMS KNOW-HOW OR ANY RIGHT OR LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) BMS HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, AND NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY BY BMS THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS BMS PATENT RIGHTS ARE VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTSBMS PATENT RIGHTS, LICENSED BMS KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS HOW AND TRANSFERRED MATERIALS CONTEMPLATED HEREUNDER WILL DOES NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP NOTWITHSTANDING ANY TO THE CONTRARY IN THIS AGREEMENT, COMPANY ACKNOWLEDGES AND PFIZER (AGREES THAT THE REPRESENTATIONS AND WARRANTIES IN THIS ARTICLE 9 ARE NOT MADE WITH RESPECT TO THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY BMS PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY LISTED IN APPENDIX 1B AND THAT SUCH BMS PATENT RIGHTS (OTHER THAN THE PATENTS AND LISTED IN APPENDIX IB ARE BEING LICENSED KNOWTO COMPANY ON AN AS-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYIS BASIS.

Disclaimer. EXCEPT AS NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR OTHERWISE: (a) THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY EXPRESSLY SET FORTH IN ARTICLE III, ARE AND SHALL CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES TO PARENT AND MERGER SUB IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, AND (b) EXCEPT FOR THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES REFERRED TO IN CLAUSE (a) ABOVE, NONE OF THE COMPANY, ITS SUBSIDIARIES, ANY NON-RECOURSE PARTY OR ANY OTHER PERSON HAS MADE OR IS MAKING ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, STATUTORY OR OTHERWISE, OF ANY KINDNATURE, INCLUDING WITH RESPECT TO ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE BUSINESS OR THE ASSETS OF THE COMPANY AND ITS SUBSIDIARIES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR OTHERWISE, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE III, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, OF ANY NATURE, INCLUDING WITHOUT LIMITATION WITH RESPECT TO ANY EXPRESS OR IMPLIED WARRANTIES REPRESENTATION OR WARRANTY AS TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE BUSINESS OR THE ASSETS OF THE COMPANY AND ITS SUBSIDIARIES, ARE HEREBY EXPRESSLY DISCLAIMED. PARENT AND MERGER SUB REPRESENT, WARRANT, COVENANT AND AGREE, ON BEHALF OF THEMSELVES AND THEIR RESPECTIVE AFFILIATES, THAT IN DETERMINING TO ENTER INTO AND CONSUMMATE THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, THEY ARE NOT RELYING UPON, AND HAVE NOT BEEN INDUCED BY, ANY REPRESENTATION OR WARRANTY MADE OR PURPORTEDLY MADE BY OR ON BEHALF OF ANY PERSON, OTHER THAN THOSE EXPRESSLY MADE BY THE COMPANY AS SET FORTH IN ARTICLE III, AND THAT PARENT AND MERGER SUB SHALL ACQUIRE THE COMPANY AND ITS SUBSIDIARIES AND THEIR RESPECTIVE ASSETS WITHOUT ANY REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR A ANY PARTICULAR PURPOSE, IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS AND “WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER ALL FAULTS”. Without limiting the generality of the immediately preceding paragraph, it is understood and agreed by Parent and Merger Sub, on behalf of themselves and their respective Affiliates, that any estimate, projection forecast, plan, budget or other prediction, any data, any financial information or any memoranda or offering materials or presentations, including any memoranda and materials provided by or on behalf of the Company or its Subsidiaries, any direct or indirect holder of Company Shares or any of their respective representatives, are not and shall not be deemed to be or to include representations or warranties, except to the extent explicitly set forth in Article III hereof as a representation and warranty by (IN THE PFIZER-MPP AGREEMENTand only by) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYthe Company.

Disclaimer. (a) EXCEPT AS EXPRESSLY FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENTARTICLE VI OR IN SECTION 5.2(D), MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) BMS MAKES NO REPRESENTATIONS AND EXTENDS NO OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITH RESPECT TO THE BMS RIGHTS, BMS PATENTS OR BMS KNOW-HOW, IMPROVEMENTS, REGISTRATIONAL INFORMATION, REGULATORY FILINGS, APPROVALS, PRODUCT DATA, OTHER PRODUCT DATA OR REPORTS, STUDIES, PATENTS, PROCESSES, FORMULATIONS, TECHNIQUES OR OTHER TRADE SECRETS OR CONFIDENTIAL INFORMATION PROVIDED BY BMS TO CADENCE HEREUNDER OR ANY LICENSE GRANTED BY BMS HEREUNDER, OR WITH RESPECT TO ANY COMPOUNDS OR PRODUCTS. WITHOUT LIMITATION ANY LIMITING THE FOREGOING, BMS MAKES NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE BMS RIGHTS, BMS PATENTS OR BMS KNOW-HOW OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) BMS HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT ANY COMPOUNDS OR LICENSED PRODUCT, OR ANY OTHER MATTERPRODUCTS. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY BY BMS THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN OF THE PATENTS FOREGOING IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)CADENCE’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS THEREOF CONTEMPLATED HEREUNDER WILL DOES NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. (b) EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE VI OR IN SECTION 5.2(D), CADENCE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE IMPROVEMENTS, REGISTRATIONAL INFORMATION, REGULATORY FILINGS, APPROVALS, PRODUCT DATA, OTHER PRODUCT DATA OR REPORTS, STUDIES, PATENTS, PROCESSES, FORMULATIONS, TECHNIQUES OR OTHER TRADE SECRETS OR CONFIDENTIAL INFORMATION PROVIDED BY CADENCE TO BMS HEREUNDER OR ANY LICENSE GRANTED BY CADENCE HEREUNDER, OR WITH RESPECT TO ANY COMPOUNDS OR PRODUCTS. MPP AND PFIZER (WITHOUT LIMITING THE FOREGOING, CADENCE MAKES NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO ANY LICENSE GRANTED BY CADENCE HEREUNDER, OR WITH RESPECT TO ANY COMPOUNDS OR PRODUCTS. FURTHERMORE, NOTHING IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY BY CADENCE THAT LICENSEE(S)ANY OF THE FOREGOING IS VALID OR ENFORCEABLE OR THAT BMS’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL THEREOF CONTEMPLATED HEREUNDER DOES NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYTHIRD PARTY.

Disclaimer. EXCEPT ANY EXPRESS WARRANTIES AS EXPRESSLY MAY BE SET FORTH IN THIS THE AGREEMENT AND ARE THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO ONLY REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KINDCONCERNING THE PRODUCTS, EXPRESS SERVICES AND DELIVERABLES. MOODY’S EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER ORAL OR IMPLIEDWRITTEN, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR WARRANTIES OF ACCURACY, TIMELINESS, COMPLETENESS, RESULTS, AND THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCTEVEN IF MOODY’S HAS BEEN INFORMED OF SUCH PURPOSE, OR ANY OTHER MATTERREPRESENTATIONS AND WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. FURTHERMORE, NOTHING IN THIS AGREEMENT MOODY’S SHALL NOT BE CONSTRUED AS A WARRANTY THAT RESPONSIBLE FOR ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTSPRODUCTS, LICENSED KNOW-HOWSERVICES OR DELIVERABLES BY CLIENT AND/OR AUTHORIZED USERS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COMPOUNDMOODY’S DOES NOT WARRANT OR GUARANTEE THAT THE PRODUCTS, PRODUCT SERVICES OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER DELIVERABLES WILL NOT INFRINGE ANY PATENT RIGHTS ACCURATELY PREDICT COUNTERPARTY RISK, CREDIT RISK OR LOSS, OR PREVENT BAD DECISIONS REGARDING EXTENSIONS OF CREDIT, INVESTMENTS, LOANS, OR OTHER INTELLECTUAL PROPERTY RIGHTS BUSINESS ACTIVITIES, NOR SHALL MOODY’S BE RESPONSIBLE FOR THE CONSEQUENCES OF ANY THIRD PARTYSUCH DECISIONS. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE MOODY’S MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO HARDWARE OR NETWORK DOWNTIME, INTERFERENCE, BANDWIDTH, INTERRUPTION, OUTAGE, OR QUALITY OR SPEED OF ACCESS OR TRANSMISSION OF DATA OR THAT LICENSEE(S)’S USE THE OPERATION OF THE COMPOUNDPRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE. NO EMPLOYEE, PRODUCT DEALER, DISTRIBUTOR, REPRESENTATIVE OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS AGENT OF MOODY’S IS AUTHORIZED TO ALTER OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN EXCEED THE PATENTS WARRANTY OBLIGATIONS OF MOODY’S AS SET FORTH HEREIN. THE DISCLAIMERS IN THIS SECTION AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (ELSEWHERE IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTYAGREEMENT ARE MADE ON BEHALF OF MOODY’S , EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT ITS AFFILIATES AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYITS LICENSORS.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENTARTICLE XI HEREINAFTER, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) NEITHER PARTY MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES WARRANTIES, STATUTORY OR OTHERWISE, CONCERNING THE VACCINE, ANY VACCINE INFORMATION, TRADE SECRETS OR ANY CONFIDENTIAL INFORMATION COMMUNICATED TO THE OTHER PARTY. SPECIFICALLY, BUT WITHOUT LIMITING THE FOREGOING, NEITHER PARTY MAKE ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR MERCHANTABILITY, NON-INFRINGEMENT, FITNESS (FOR A PARTICULAR PURPOSEPURPOSE OR OTHERWISE), WITH RESPECT QUALITY OR USEFULNESS OF THE VACCINE, ANY VACCINE INFORMATION, TRADE SECRETS OR ANY CONFIDENTIAL INFORMATION COMMUNICATED TO THE OTHER PARTY. ALL MATERIALS PROVIDED HEREUNDER ARE PROVIDED ON AN “AS IS” BASIS. NEITHER PARTY WARRANTS THE ACCURACY OF ANY INFORMATION INCLUDED WITHIN THE VACCINE INFORMATION OR CONFIDENTIAL INFORMATION NOR DOES ANY PARTY WARRANT THAT ANY SUCH INFORMATION CONSTITUTES TRADE SECRETS OR. CONFIDENTIAL INFORMATION OR THAT THE VACCINE PATENTS OR ANY LICENSE GRANTED PATENTS COVERING IMPROVEMENTS WILL BE FREE FROM CLAIMS OF INFRINGEMENT BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, THIRD PARTIES OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE INCURRED BY THE OTHER PARTY OR ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACY.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT PURCHASER UNDERSTANDS THAT SELLER HAS LITTLE OR NO DIRECT KNOWLEDGE CONCERNING THE CONDITION OF THE PROPERTY. PURCHASER ACKNOWLEDGES AND THE PFIZER-MPP AGREEMENTAGREES THAT SELLER HAS NOT MADE, MPP DOES NOT MAKE AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS SPECIFICALLY NEGATES AND EXTENDS NO WARRANTIES DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KINDKIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, INCLUDING ORAL OR WRITTEN, PAST, PRESENT, OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY, SQUARE FOOTAGE, OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION LIMITATION, (A) THE WATER, SOIL, AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE PROPERTY, (C) THE SUITABILITY OF THE PROPERTY FOR ANY EXPRESS AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE COMPLIANCE OF OR IMPLIED WARRANTIES BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES, OR REGULATIONS OF MERCHANTABILITY ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY, OR FITNESS FOR A PARTICULAR PURPOSEPURPOSE OF THE PROPERTY, (F) COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS, OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALS, (G) THE EXISTENCE OF ANY VIEW FROM THE PROPERTY OR THAT ANY EXISTING VIEW WILL NOT BE OBSTRUCTED IN THE FUTURE, (H) THE SUFFICIENCY OF ANY DRAINAGE FOR THE PROPERTY, (I) WHETHER THE PROPERTY ARE LOCATED WHOLLY OR PARTIALLY IN A FLOOD HAZARD AREA OR ANY SIMILAR AREA, (J) THE AVAILABILITY OF PUBLIC UTILITIES AND SERVICES FOR THE PROPERTY, OR (K) ANY OTHER MATTER WITH RESPECT TO THE PATENTS OR PROPERTY; AND PURCHASER HEREBY WAIVES ANY LICENSE GRANTED RIGHT TO MAKE ANY CLAIM BASED ON ANY OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, ANY RIGHT TO MAKE ANY CLAIM AGAINST SELLER BASED ON THE VIOLATION OF ANY ENVIRONMENTAL LAWS. ADDITIONALLY, NO PERSON ACTING ON BEHALF OF SELLER IS AUTHORIZED TO MAKE, AND BY MPP AND PFIZER (IN THE PFIZER-MPP EXECUTION HEREOF OF PURCHASER ACKNOWLEDGES THAT NO PERSON HAS MADE, ANY REPRESENTATION, AGREEMENT) HEREUNDER, STATEMENT, WARRANTY, GUARANTY, OR PROMISE REGARDING THE PROPERTY OR THE TRANSACTION CONTEMPLATED HEREIN; AND NO SUCH REPRESENTATION, WARRANTY, AGREEMENT, GUARANTY, STATEMENT, OR PROMISE IF ANY, MADE BY ANY PERSON ACTING ON BEHALF OF SELLER SHALL BE VALID OR BINDING UPON SELLER UNLESS EXPRESSLY SET FORTH HEREIN. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER, AND AGREES TO ACCEPT THE PROPERTY AT THE CLOSING AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE PROPERTY. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE COMPOUNDPROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT SELLER HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY, PRODUCT TRUTHFULNESS OR LICENSED PRODUCTCOMPLETENESS OF SUCH INFORMATION. SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENT, REPRESENTATION OR INFORMATION PERTAINING TO THE PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, CONTRACTOR, AGENT, EMPLOYEE, SERVANT OR OTHER MATTERPERSON. FURTHERMOREPURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTHING THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN “AS IS” CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT ALL OF THE PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. PURCHASER HAS KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AND DEALING WITH PROPERTIES IN SELLERSHIP, THAT ENABLES PURCHASER TO EVALUATE THE MERIT AND RISKS OF THE TRANSACTION CONTEMPLATED HEREBY. PURCHASER IS NOT IN A DISPARATE BARGAINING POSITION VIS-A-VIS SELLER, AND PURCHASER HEREBY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL RIGHTS, BENEFITS AND REMEDIES UNDER CONSUMER PROTECTION LAWS WITH RESPECT TO ANY MATTERS PERTAINING TO THIS AGREEMENT AND THE TRANSACTION CONTEMPLATED HEREBY. THE PROVISIONS OF THIS SECTION SHALL BE CONSTRUED AS A WARRANTY THAT SURVIVE THE CLOSING OR ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYTERMINATION HEREOF.

Disclaimer. EXCEPT FOR SELLER’S WARRANTIES, THE AIRCRAFT IS BEING SOLD HEREUNDER ON A COMPLETELY “AS EXPRESSLY IS” AND “WHERE IS” BASIS. SELLER’S EXPRESS WARRANTIES AND REPRESENTATIONS SET FORTH IN THIS AGREEMENT SECTION 4.1(f) AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO WARRANTY XXXX OF SALE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS AND EXTENDS NO OR WARRANTIES OF ANY KINDWHATSOEVER BY SELLER, EXPRESS OR IMPLIEDIMPLIED OR ARISING BY OPERATION OF LAW OR IN EQUITY, INCLUDING WITHOUT LIMITATION AND SELLER HAS NOT MADE, AND BUYER HEREBY WAIVES, RELEASES, DISCLAIMS, AND RENOUNCES ALL EXPECTATION OF OR RELIANCE UPON, ANY EXPRESS SUCH REPRESENTATIONS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSEWHATSOEVER, WITH RESPECT TO THE PATENTS AIRCRAFT OR ANY LICENSE GRANTED PART THEREOF, WITHOUT LIMITATION, AS TO THE AIRWORTHINESS, VALUE, CONDITION, DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OF THE AIRCRAFT, AND ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY ARISING FROM A COURSE OF PERFORMANCE OR DEALING OR USAGE OF TRADE). BUYER HEREBY WAIVES ANY AND ALL RIGHTS, CLAIMS, AND REMEDIES OF BUYER AGAINST SELLER, EXPRESS OR IMPLIED OR ARISING BY MPP AND PFIZER (OPERATION OF LAW OR IN THE PFIZER-MPP AGREEMENT) HEREUNDEREQUITY, ARISING FROM ANY SUCH REPRESENTATION OR WARRANTY OR FOR ANY LIABILITY, CLAIM, OR REMEDY FOR LOSS OF OR DAMAGE TO THE AIRCRAFT, FOR LOSS OF USE, REVENUE, OR PROFIT WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCTAIRCRAFT, OR FOR ANY OTHER MATTER. FURTHERMOREDIRECT, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT INCIDENTAL, OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYCONSEQUENTIAL DAMAGES WHATSOEVER.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH PROVIDED IN THIS AGREEMENT OR SCHEDULES SPECIFIC TO AN OFFERING, ALL DRAGOS OFFERINGS, DRAGOS TECHNOLOGY, DRAGOS DATA, DRAGOS WORKS, AND ANY OTHER MATERIALS, SOFTWARE, DATA, HARDWARE, APPLIANCE, EQUIPMENT AND/OR SERVICES PROVIDED OR LICENSED BY DRAGOS HEREUNDER ARE PROVIDED “AS IS” AND “WITH ALL FAULTS,” AND TO THE PFIZER-MPP AGREEMENTMAXIMUM EXTENT PERMITTED BY LAW, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES DRAGOS EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, TERMS, OR CONDITIONS OF ANY KINDKIND OR NATURE, EXPRESS WHETHER EXPRESS, IMPLIED OR IMPLIEDSTATUTORY INCLUDING, INCLUDING WITHOUT LIMITATION ANY EXPRESS WARRANTIES, TERMS, OR IMPLIED WARRANTIES CONDITIONS OF MERCHANTABILITY OR MERCHANTABILITY, ACCURACY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSEPURPOSE AND NON-INFRINGEMENT, OR ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE. XXXXXX DOES NOT WARRANT THAT THE FOREGOING WILL MEET CUSTOMER’S REQUIREMENTS, THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ALL ERRORS WILL BE CORRECTED OR THAT AN OFFERING WILL OPERATE IN COMBINATION WITH RESPECT TO THE PATENTS HARDWARE OR SOFTWARE NOT PROVIDED BY DRAGOS. DRAGOS DOES NOT GUARANTEE OR OTHERWISE WARRANT THAT ANY LICENSE GRANTED BY MPP AND PFIZER (OFFERING WILL RESULT IN THE PFIZER-MPP AGREEMENT) HEREUNDERIDENTIFICATION, DETECTION, CONTAINMENT, ERADICATION OF, OR WITH RESPECT TO THE COMPOUNDRECOVERY FROM CUSTOMER’S SYSTEM THREATS, PRODUCT OR LICENSED PRODUCTVULNERABILITIES, MALWARE, MALICIOUS SOFTWARE, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYMALICIOUS THREATS.

Disclaimer. THE COMPANY ACKNOWLEDGES THAT EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENTARTICLE IV, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF NEITHER PARENT NOR ANY KINDOTHER PERSON HAS MADE ANY REPRESENTATION OR WARRANTY, EXPRESS EXPRESSED OR IMPLIED, INCLUDING AS TO THE ACQUIRED ASSETS, THE PRODUCT, ANY OTHER ASPECT OF THE BUSINESS, OR THE ACCURACY AND COMPLETENESS OF ANY INFORMATION REGARDING THE ACQUIRED ASSETS FURNISHED OR MADE AVAILABLE TO THE COMPANY AND ITS REPRESENTATIVES AND THE COMPANY HAS NOT RELIED ON ANY REPRESENTATION FROM PARENT OR ANY OTHER PERSON WITH RESPECT TO THE ACQUIRED ASSETS, THE PRODUCT, ANY ASPECT OF THE BUSINESS, OR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING THE ACQUIRED ASSETS FURNISHED OR MADE AVAILABLE TO THE COMPANY AND ITS REPRESENTATIVES IN DETERMINING TO ENTER INTO THIS AGREEMENT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE IV. THE COMPANY ACKNOWLEDGES THAT SHOULD THE CLOSING OCCUR, THE COMPANY SHALL ACQUIRE THE ACQUIRED ASSETS WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF REPRESENTATION AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS AND THE COMPANY SHALL BEAR THE ECONOMIC AND LEGAL RISKS THAT ANY CONVEYANCE SHALL PROVE TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (BE INSUFFICIENT TO VEST IN THE PFIZER-MPP AGREEMENT) HEREUNDERCOMPANY GOOD AND MARKETABLE TITLE, OR WITH RESPECT TO THE COMPOUNDFREE AND CLEAR OF ANY LIENS, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT NECESSARY CONSENTS OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID GOVERNMENTAL APPROVALS ARE NOT OBTAINED AND THAT ANY REQUIREMENTS OF APPLICABLE LAWS OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL JUDGMENTS ARE NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYCOMPLIED WITH.

Disclaimer. EXCEPT THE COMPANY ASSETS BEING TRANSFERRED TO BUYER ARE BEING ACCEPTED BY BUYER IN THEIR “AS EXPRESSLY SET FORTH IN THIS AGREEMENT IS, WHERE IS” CONDITION AND STATE OF REPAIR, AND WITH ALL FAULTS AND DEFECTS, WITHOUT, SUBJECT TO THE PFIZER-MPP AGREEMENTEXCEPTION BELOW, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO ANY REPRESENTATION, WARRANTY OR COVENANT OF ANY KIND OR NATURE, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF ANY KINDMARKETABILITY, EXPRESS OR IMPLIEDQUALITY, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF CONDITION, CONFORMITY TO SAMPLES, MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO ALL OF WHICH ARE EXPRESSLY DISCLAIMED BY SELLERS AND WAIVED BY BUYER, EXCEPT FOR THE PATENTS OR ANY LICENSE GRANTED BY MPP REPRESENTATIONS AND PFIZER (WARRANTIES OF SELLERS SET FORTH IN THIS AGREEMENT. BUYER RECOGNIZES THAT THE COMPANY ASSETS HAVE BEEN USED FOR OIL AND GAS DRILLING, COMPLETING, FRACTURING, PRODUCTION, GATHERING, PIPELINE, TRANSPORTATION, STORAGE AND RELATED OPERATIONS. PHYSICAL CHANGES IN THE PFIZER-MPP AGREEMENT) HEREUNDERCOMPANY ASSETS AND IN THE LANDS INCLUDED THEREIN MAY HAVE OCCURRED AS A RESULT OF SUCH USES. THE COMPANY ASSETS ALSO MAY INCLUDE BURIED PIPELINES AND OTHER EQUIPMENT, THE LOCATIONS OF WHICH MAY NOT BE KNOWN BY SELLERS OR WITH RESPECT READILY APPARENT BY A PHYSICAL INSPECTION OF THE COMPANY ASSETS. IT IS UNDERSTOOD AND AGREED THAT BUYER SHALL HAVE INSPECTED PRIOR TO THE COMPOUND, PRODUCT CLOSING (OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS DEEMED TO HAVE WAIVED ITS RIGHT TO INSPECT) THE LEASES, EQUIPMENT, PIPELINES AND THE ASSOCIATED PREMISES INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR COMPANY ASSETS AND SATISFIED ITSELF AS TO THEIR PHYSICAL AND ENVIRONMENTAL CONDITION, BOTH SURFACE AND SUBSURFACE, AND THAT THE MPP’S OR LICENSEE(S)’S USE BUYER SHALL ACCEPT ALL OF THE PATENTSSAME IN THEIR “AS IS, LICENSED KNOWWHERE IS” CONDITION AND STATE OF REPAIR, AND WITH ALL FAULTS AND DEFECTS, INCLUDING, BUT NOT LIMITED TO, THE PRESENCE OF NORM AND MAN-HOWMADE MATERIAL FIBERS, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD SUBJECT TO THE SAFETY OR EFFICACY REPRESENTATIONS AND WARRANTIES OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYSELLERS SET FORTH IN THIS AGREEMENT.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS CLIENT AGREEMENT OR IN THE APPLICABLE TERMS AND THE PFIZER-MPP CONDITIONS, ANY DELIVERABLE, PRODUCT, (E.G., HARDWARE, HOSTED SERVICES AND LOCAL SOFTWARE) AND ANY OTHER ITEMS PROVIDED UNDER THIS CLIENT AGREEMENT ARE PROVIDED “AS IS” AND ANY HOSTED SERVICE PROVIDED UNDER THIS CLIENT AGREEMENT IS PROVIDED “AS AVAILABLE.” EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS CLIENT AGREEMENT, MPP UPS CUSTOMER SOLUTIONS AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES ITS THIRD PARTY LICENSORS MAKE NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KINDWARRANTY, REPRESENTATION, GUARANTEE, CONDITION, UNDERTAKING, OR TERM, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS STATUTORY OR IMPLIED WARRANTIES OTHERWISE, AS TO THE CONDITION, QUALITY, DURABILITY, PERFORMANCE, TITLE, NON-INFRINGEMENT OF MERCHANTABILITY OR THIRD PARTY RIGHTS, MERCHANTABILITY, QUIET ENJOYMENT, FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDERACCURACY, COMPLETENESS, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTSDELIVERABLES, LICENSED KNOW-HOWSERVICES, COMPOUNDPRODUCTS (E.G., PRODUCT HARDWARE, HOSTED SERVICES AND LOCAL SOFTWARE) AND ANY OTHER ITEMS PROVIDED UNDER THIS CLIENT AGREEMENT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER TO THE CONTINUOUS, UNINTERRUPTED, OR SECURE ACCESS TO ANY HOSTED SERVICE, AND ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS, AND TERMS ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW, AS ARE ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE. THE HOSTED SERVICES PROVIDE FUNCTIONALITY THAT UTILIZES THE INTERNET WHICH IS NOT UNDER THE CONTROL OF UPS CUSTOMER SOLUTIONS OR ITS THIRD PARTY LICENSORS OR AFFILIATES. ACCORDINGLY, UPS CUSTOMER SOLUTIONS AND ITS THIRD PARTY LICENSORS WILL NOT INFRINGE BE HELD RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY PATENT RIGHTS LOSS OR DAMAGE CAUSED OR ALLEGED TO HAVE BEEN CAUSED BY CLIENT’S INABILITY TO ACCESS THE INTERNET. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS CLIENT AGREEMENT, NO WARRANTY IS MADE BY UPS CUSTOMER SOLUTIONS AND ITS THIRD PARTY LICENSORS THAT DEFECTS IN ANY OF THE DELIVERABLES, SERVICES, PRODUCTS (E.G., HARDWARE, HOSTED SERVICES AND LOCAL SOFTWARE) AND ANY OTHER INTELLECTUAL PROPERTY RIGHTS ITEMS PROVIDED UNDER THIS CLIENT AGREEMENT WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY UPS CUSTOMER SOLUTIONS OR ANY UPS CUSTOMER SOLUTIONS REPRESENTATIVE WILL CREATE A WARRANTY. UPS CUSTOMER SOLUTIONS IS NOT RESPONSIBLE FOR CLIENT MISUSE OR ABUSE OF ANY THIRD PARTYDELIVERABLES, SERVICES OR PRODUCTS OR THE COMBINATION OF DELIVERABLES, SERVICES OR PRODUCTS WITH ANY PRODUCTS OR SERVICES NOT APPROVED IN WRITING BY UPS CUSTOMER SOLUTIONS. MPP AND PFIZER In the event that any Hardware, Local Software, Hosted Service or any component thereof fails to perform materially in accordance with the applicable Documentation, the failure is promptly reported to UPS Customer Solutions, and UPS Customer Solutions can reproduce the failure, UPS Customer Solutions will use reasonable efforts to correct such failure without additional charge to Client, in accordance with the maintenance obligations of the applicable Documentation. UPS Customer Solutions may request certain information (IN THE PFIZER-MPP AGREEMENTdata, screen shots, etc.) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATESto properly validate and reproduce the error or malfunction. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYThe foregoing will be Client’s sole and exclusive remedy for any such failure.

Disclaimer. PURCHASER ACKNOWLEDGES THAT (A) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP ARTICLE V OR IN ANY ANCILLARY AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR NEITHER SELLER NOR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT PERSON HAS MADE ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD AS TO ABSTRAL, THE SAFETY ACQUIRED ASSETS OR EFFICACY THE ASSUMED LIABILITIES, THE MANUFACTURE, DISTRIBUTION, MARKETING OR SALE OF ABSTRAL BY SELLER AND ITS AFFILIATES, ANY OTHER ASPECT OF THE COMPOUNDRESPECTIVE BUSINESSES OF SELLER OR ITS AFFILIATES OR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING ABSTRAL, PRODUCT THE ACQUIRED ASSETS OR LICENSED PRODUCT THE ASSUMED LIABILITIES FURNISHED OR MADE AVAILABLE TO PURCHASER AND IT ITS REPRESENTATIVES, AND (B) PURCHASER HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY FROM SELLER OR ANY OTHER PERSON WITH RESPECT TO ABSTRAL, THE ACQUIRED ASSETS OR THE ASSUMED LIABILITIES, ANY OTHER ASPECT OF THE RESPECTIVE BUSINESSES OF SELLER OR ITS AFFILIATES OR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING ABSTRAL, THE ACQUIRED ASSETS OR THE ASSUMED LIABILITIES FURNISHED OR MADE AVAILABLE TO PURCHASER AND ITS REPRESENTATIVES IN DETERMINING TO ENTER INTO THIS AGREEMENT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE V AND IN THE ANCILLARY AGREEMENT, AND PURCHASER ACKNOWLEDGES THAT NONE OF SELLER OR ANY OTHER PERSON SHALL HAVE OR BE SUBJECT TO ANY LIABILITY TO PURCHASER OR ANY OTHER PERSON RESULTING FROM THE SOLE RESPONSIBILITY DISTRIBUTION TO PURCHASER, OR PURCHASER’S USE OF, ANY SUCH INFORMATION, OR OF LICENSEE ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO ENSURE SUCH SAFETY PURCHASER AND ITS REPRESENTATIVES IN CERTAIN VIRTUAL OR EFFICACYPHYSICAL “DATA ROOMS”, VISITS TO PHYSICAL PREMISES INCLUDING THOSE OF THIRD PARTY MANUFACTURERS, OR IN ANY OTHER FORM IN EXPECTATION OF THE TRANSACTIONS CONTEMPLATED HEREBY. PURCHASER ACKNOWLEDGES THAT, SHOULD THE CLOSING OCCUR, EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT OR IN ANY OTHER ANCILLARY AGREEMENT, PURCHASER SHALL ACQUIRE THE ACQUIRED ASSETS WITHOUT ANY REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS.

Disclaimer. DISCLAIMER: EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND STATED HEREIN, THE PFIZER-MPP AGREEMENTABOVE WARRANTY PROVISIONS DO NOT COVER COATINGS, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES PRODUCTS, ACCESSORIES, PARTS OR ATTACHMENTS THAT ARE NOT MANUFACTURED BY APPROVED MANUFACTURER. EXCEPT AS OTHERWISE EXPRESSLY STATED, THERE IS NO REPRESENTATIONS AND EXTENDS NO WARRANTIES WARRANTY, REPRESENTATION OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP KIND AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD IS HEREBY EXCLUDED AND DISCLAIMED INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE SAFETY CONTRARY, IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT MANUFACTURER’S LIABILITY AND OWNER’S SOLE REMEDY, WHETHER IN CONTRACT, UNDER ANY WARRANTY, IN TORT (INCLUDING NEGLIGENCE), IN STRICT LIABLITY OR EFFICACY OTHERWISE, SHALL NOT EXCEED THE AMOUNT SET FORTH IN THE MANUFACTURER LIABILITY SECTION ABOVE. UNDER NO CIRCUMSTANCES SHALL AMB BE LIABLE FOR ANY SPECIAL, INCIDENTAL, LIQUIDATED OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PROPERTY DAMAGE, DAMAGE TO OR LOSS OF EQUIPMENT, LOST PROFITS OR REVENUE, LABOR COSTS AND EXPENSES, COSTS OF RENTING REPLACEMENTS, AND OTHER ADDITIONAL EXPENSES, EVEN IF AMB HAS BEEN ADVISED OF THE COMPOUNDPOSSIBILITY OF SUCH DAMAGES. AMB WILL NOT BE LIABLE FOR ANY DAMAGES, PRODUCT LOSSES OR LICENSED PRODUCT EXPENSES AS A RESULT OF OWNER’S (OR ANY OTHER PARTY’S) NEGLIGENCE, WHETHER DEEMED ACTIVE OR PASSIVE AND IT SHALL BE WHETHER OR NOT ANY SUCH NEGLIGENCE IS THE SOLE RESPONSIBILITY OR PARTIAL CAUSE OF LICENSEE ANY SUCH DAMAGE, LOSS OR EXPENSE. IN ADDITION, UNDER NO CIRCUMSTANCES SHALL MATERIAL MANUFACTURER’S METALS BE LIABLE FOR ANY DAMAGES, LOSSES OR EXPENSES WHATSOEVER AS A RESULT OF ANY OTHER PARTY'S MATERIALS OR PRODUCTS WHICH CAUSE OR ALLEGEDLY CAUSE, IN WHOLE OR IN PART, DAMAGE, LOSS OR DETERIORATION TO ENSURE SUCH SAFETY THE ROOF SYSTEM. UNDER NO CIRCUMSTANCES SHALL AMB BE LIABLE IN ANY WAY TO THE BUILDING OWNER OR EFFICACYANY OTHER PARTY FOR DELAYS, FAILURE IN PERFORMANCE, OR LOSS OR DAMAGE DUE TO FORCE MAJEURE CONDITIONS INCLUDING, WITHOUT LIMITATION: FIRE; LIGHTNING; EMBARGO; EXPLOSION; POWER SURGE OR FAILURE; ACTS OF GOD; WAR; LABOR OR EMPLOYMENT DISPUTES; STRIKE; CIVIL DISTURBANCES; ACTS OF CIVIL OR MILITARY AUTHORITY; INABILITY TO SECURE MATERIALS, FUEL, PRODUCTS OR TRANSPORTATION FACILITIES; ACTS OR OMISSIONS OF SUPPLIERS, OR ANY OTHER CAUSES BEYOND ITS REASONABLE CONTROL, WHETHER OR NOT SIMILAR TO THE FOREGOING.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENTPROVIDED HEREIN, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) NEITHER PARTY MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES ANY WARRANTY OF ANY KIND, EXPRESS OR WHETHER EXPRESS, IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES ARISING OUT OF MERCHANTABILITY THE HOSTED SERVICES, SOFTWARE OR THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSEPURPOSE OR NON-INFRINGEMENT, WITH RESPECT TO THE PATENTS MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY LICENSE GRANTED BY MPP AND PFIZER THIRD-PARTY HOSTING PROVIDERS. VANTAGE DOES NOT WARRANT THAT THE HOSTED SERVICES OR THE SOFTWARE WILL BE PROVIDED UNINTERRUPTED OR ERROR-FREE. Limitation of Liability. IN NO EVENT WILL VANTAGE BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR LOST OPPORTUNITY COST) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE PFIZER-MPP AGREEMENT) HOSTED SERVICES, OR SOFTWARE PROVIDED HEREUNDER, OR WITH RESPECT TO THE COMPOUNDWHETHER ARISING UNDER CONTRACT, PRODUCT OR LICENSED PRODUCTTORT, STRICT LIABILITY OR ANY OTHER MATTERTHEORY OF LIABILITY, EVEN IF VANTAGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, NOTHING IN NO EVENT WILL VANTAGE’S LIABILITY FOR DIRECT DAMAGES FOR A SINGLE CLAIM UNDER THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED EXCEED THE FEES PAID TO VANTAGE UNDER THE APPLICABLE ORDER IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT TWELVE (12) MONTHS PRECEDING THE MPPDATE ON WHICH SUCH CLAIM AROSE. IN NO EVENT WILL VANTAGE’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (TOTAL LIABILITY FOR ALL CLAIMS IN THE PFIZER-MPP AGGREGATE FOR DIRECT DAMAGES UNDER THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY CUSTOMER DURING THE TERM OF THIS AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND. Customer agrees that the disclaimer of warranties and limitations of liability in this Section 9 are a material inducement and consideration for Vantage to enter into this Agreement and provide the Data Services and Reports at their current pricing. Accordingly, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYsuch provisions shall be enforced as written even if a remedy fails of its essential purpose.

Disclaimer. EXCEPT AS EXPRESSLY SPECIFICALLY SET FORTH IN THIS AGREEMENT ARTICLE III, SELLER HAS NOT MADE, DOES NOT MAKE, AND THE PFIZER-MPP AGREEMENTEXPRESSLY DISCLAIMS ANY WARRANTIES, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KINDREPRESENTATIONS, COVENANTS, OR GUARANTEES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS WHETHER ARISING BY OPERATION OF LAW OR IMPLIED WARRANTIES OTHERWISE, AS TO THE MERCHANTABILITY, HABITABILITY, QUANTITY, QUALITY, OR ENVIRONMENTAL OR PHYSICAL CONDITION OF MERCHANTABILITY THE PROPERTIES OR THEIR SUITABILITY OR FITNESS FOR A ANY PARTICULAR PURPOSEPURPOSE OR USE. BUYER AFFIRMS THAT: (I) IT HAS INVESTIGATED AND INSPECTED THE PROPERTIES AND IS FAMILIAR AND SATISFIED WITH THEIR CONDITION, WITH RESPECT AND (II) HAS MADE ITS OWN DETERMINATION AS TO THE: (A) MERCHANTABILITY, HABITABILITY, QUANTITY, QUALITY, AND CONDITION OF THE PROPERTIES, INCLUDING, WITHOUT LIMITATION, THE POSSIBLE PRESENCE OF HAZARDOUS MATERIALS OR OTHER ENVIRONMENTAL CONTAMINATION AND (B) THE PROPERTIES’ SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE. BUYER HEREBY ACCEPTS THE PROPERTIES IN THEIR PRESENT CONDITION AND STATE OF REPAIR. BUYER FURTHER ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION HAVE BEEN FULLY EXPLAINED TO BUYER AND THAT IT FULLY UNDERSTANDS AND ACCEPTS THE SAME. BUYER ACKNOWLEDGES THAT NONE OF SELLER'S EMPLOYEES, AGENTS, OR REPRESENTATIVES HAS MADE ANY STATEMENTS OR REPRESENTATIONS CONTRARY TO THE PATENTS PROVISIONS OF THIS ARTICLE IX. EXCEPT AS SPECIFICALLY STATED HEREIN, SELLER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AS TO THE ACCURACY OR COMPLETENESS OF ANY LICENSE GRANTED BY MPP AND PFIZER (TITLE OPINION, DATA, REPORTS, RECORDS, PROJECTIONS, INFORMATION, OR MATERIALS NOW, HERETOFORE, OR HEREAFTER FURNISHED OR MADE AVAILABLE TO BUYER IN CONNECTION WITH THE PROPERTIES INCLUDING, WITHOUT LIMITATION, ANY DESCRIPTION OF THE PROPERTIES, THE PRICING ASSUMPTIONS, THE ENVIRONMENTAL CONDITION OF THE PROPERTIES, ANY OTHER MATTERS CONTAINED IN THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCTPROPRIETARY DATA, OR ANY OTHER MATTERMATERIALS FURNISHED OR MADE AVAILABLE TO BUYER BY SELLER OR BY SELLER'S EMPLOYEES, AGENTS, OR REPRESENTATIVES. FURTHERMOREIN ENTERING INTO AND PERFORMING THIS AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN BUYER HAS RELIED AND WILL RELY SOLELY UPON ITS INDEPENDENT INVESTIGATION OF, AND JUDGMENT WITH RESPECT TO, THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP PROPERTIES AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYTHEIR VALUE.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT FOR GENBAND’S REPRESENTATIONS AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (WARRANTIES PROVIDED IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES ASA, THE SIGNALING BUSINESS IP IS PROVIDED TO PT BY GENBAND “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND, AND GENBAND EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, STATUTORY, EXPRESS OR IMPLIED, INCLUDING INCLUDING, WITHOUT LIMITATION LIMITATION, ANY EXPRESS WARRANTY OR IMPLIED WARRANTIES CONDITION OF MERCHANTABILITY TITLE, MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS OR FITNESS SUITABILITY FOR A ANY PARTICULAR PURPOSE (EVEN IF ON NOTICE OF SUCH PURPOSE), WITH RESPECT TO THE PATENTS NON-INFRINGEMENT, CUSTOM OR ANY LICENSE GRANTED BY MPP AND PFIZER (USAGE IN THE PFIZER-MPP AGREEMENT) HEREUNDERTRADE. EXCEPT FOR BREACHES OF OBLIGATIONS OF CONFIDENTIALITY, INFRINGEMENT, MISAPPROPRIATION OR MISUSE OF A PARTY’S INTELLECTUAL PROPERTY, AND EXCEPT AS MAY BE SET FORTH IN THE ASA, IN NO EVENT SHALL ANY PARTY BE LIABLE FOR ANY INDIRECT, OR WITH RESPECT TO THE COMPOUNDINCIDENTAL, PRODUCT OR LICENSED PRODUCTSPECIAL, OR CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY KIND, OR ANY OTHER MATTER. FURTHERMORELOST BUSINESS, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR LOST SAVINGS, OR LOSS OR DAMAGE TO DATA, OR LOST PROFITS, OR OTHER PROPRIETARY RIGHTS INCLUDED IN DAMAGES BASED ON (A) THE PATENTS IS VALID AMOUNT OF USE OF, OR ENFORCEABLE THE AMOUNT OF REVENUES OR THAT PROFITS EARNED OR OTHER VALUE OBTAINED BY, THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, ANY INTELLECTUAL PROPERTY OR A PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS SERVICE; OR OTHER INTELLECTUAL PROPERTY RIGHTS (B) THE LOST REVENUES OR PROFITS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S PARTY ARISING FROM ANY USE OF THE COMPOUND, ANY INTELLECTUAL PROPERTY OR A PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTYSERVICE, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY REGARDLESS OF THE COMPOUNDCAUSE AND WHETHER ARISING IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), PRODUCT TORT (INCLUDING NEGLIGENCE), OR LICENSED PRODUCT AND IT SHALL BE OTHERWISE, EVEN IF ADVISED OF THE SOLE RESPONSIBILITY POSSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYDAMAGES.

Disclaimer. (i) EXCEPT AS OTHERWISE EXPRESSLY SET FORTH PROVIDED IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP (1) GILLETTE HEREBY DISCLAIMS ANY AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KINDALL WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, WITH RESPECT TO THE GILLETTE TECHNOLOGY, JOINT TECHNOLOGY, GILLETTE CONFIDENTIAL INFORMATION, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES WARRANTY OF QUALITY, TITLE, NONINFRINGEMENT, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, AND (2) WITHOUT LIMITING THE FOREGOING, GILLETTE EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION (A) AS TO THE VALIDITY OR SCOPE OF ANY OF THE INTELLECTUAL PROPERTY RIGHTS LICENSED HEREUNDER, (B) THAT ANY FEMALE PRODUCTS, ANY OTHER PRODUCTS OR ANY ACTIVITIES OF THE PARTIES CONTEMPLATED BY THIS AGREEMENT, SHALL BE FREE FROM INFRINGEMENT, MISAPPROPRIATION OR MISUSE OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, OR (C) AS TO THE QUALITY OR PERFORMANCE OF ANY INFORMATION AND INVENTIONS OR FEMALE PRODUCTS OR ANY OTHER PRODUCTS. (ii) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, (1) PALOMAR HEREBY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, WITH RESPECT TO THE PATENTS PALOMAR TECHNOLOGY, PALOMAR MALE TECHNOLOGY, JOINT TECHNOLOGY, PALOMAR CONFIDENTIAL INFORMATION, INCLUDING ANY WARRANTY OF QUALITY, TITLE, NONINFRINGEMENT, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, AND (2) WITHOUT LIMITING THE FOREGOING, PALOMAR EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION (A) AS TO THE VALIDITY OR SCOPE OF ANY OF THE INTELLECTUAL PROPERTY RIGHTS LICENSED HEREUNDER, (B) THAT ANY FEMALE PRODUCTS, ANY OTHER PRODUCTS OR ANY LICENSE GRANTED ACTIVITIES OF THE PARTIES CONTEMPLATED BY MPP AND PFIZER (IN THE PFIZER-MPP THIS AGREEMENT) HEREUNDER, SHALL BE FREE FROM INFRINGEMENT, MISAPPROPRIATION OR MISUSE OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, OR WITH RESPECT (C) AS TO THE COMPOUND, PRODUCT QUALITY OR LICENSED PRODUCT, PERFORMANCE OF ANY INFORMATION AND INVENTIONS OR FEMALE PRODUCTS OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYPRODUCTS.

Disclaimer. EACH OF SELLER AND SELLER PARENT ACKNOWLEDGES THAT (A) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT ARTICLE VI AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (AS EXPRESSLY SET FORTH IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF OTHER TRANSACTION DOCUMENTS, NEITHER PURCHASER, GENEZEN NOR ANY KINDOTHER PERSON HAS MADE ANY REPRESENTATION OR WARRANTY, EXPRESS EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSEAS TO PURCHASER, WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, GENEZEN OR ANY OTHER MATTERASPECT OF THE RESPECTIVE BUSINESSES OF PURCHASER, GENEZEN AND THEIR RESPECTIVE AFFILIATES OR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION IN RELATED THERETO FURNISHED OR MADE AVAILABLE TO PURCHASER AND ITS REPRESENTATIVES AND (B) NEITHER SELLER NOR SELLER PARENT HAS RELIED ON ANY REPRESENTATION OR ​ ​ WARRANTY FROM PURCHASER, GENEZEN OR ANY OTHER PERSON WITH RESPECT THERETO OR ANY OTHER ASPECT OF THE RESPECTIVE BUSINESSES OF PURCHASER, GENEZEN AND THEIR RESPECTIVE AFFILIATES OR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION FURNISHED OR MADE AVAILABLE TO SELLER, SELLER PARENT AND THEIR RESPECTIVE REPRESENTATIVES IN DETERMINING TO ENTER INTO THIS AGREEMENT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE VI AND AS EXPRESSLY SET FORTH IN THE OTHER TRANSACTION DOCUMENTS. FURTHERMOREIN ENTERING INTO THIS AGREEMENT, EACH OF SELLER AND SELLER PARENT HAVE RELIED SOLELY UPON ITS OWN INVESTIGATION AND ANALYSIS. EACH OF SELLER AND SELLER PARENT ACKNOWLEDGES THAT, SHOULD THE CLOSING OCCUR, SELLER SHALL ACQUIRE THE GENEZEN SERIES C PREFERRED STOCK AND THE CONVERTIBLE NOTE WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED, AS TO NON-INFRINGEMENT, VALIDITY, OR ENFORCEABILITY (EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE VI). NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING, NOTHING IN THIS AGREEMENT SECTION 6.26 SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT PREVENT, IMPAIR OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OTHERWISE LIMIT OR ENFORCEABLE SELLER OR THAT THE MPPSELLER PARENT’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD RIGHT TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYRECOVER FOR FRAUD.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) SELLER MAKES NO REPRESENTATIONS OR WARRANTIES AND EXTENDS NO WARRANTIES SHALL NOT IN ANY WAY BE LIABLE FOR OR WITH RESPECT TO: (I) THE ENVIRONMENTAL OR OTHER CONDITION OF THE PROPERTY OR ANY KINDBUILDINGS, EXPRESS STRUCTURES OR IMPLIEDIMPROVEMENTS THEREON OR THE SUITABILITY OF THE PROPERTY FOR HABITATION OR FOR BUYER'S INTENDED USE OR FOR ANY USE WHATSOEVER; (II) ANY APPLICABLE ENVIRONMENTAL, INCLUDING WITHOUT LIMITATION ANY EXPRESS BUILDING, ZONING OR IMPLIED WARRANTIES OF MERCHANTABILITY FIRE LAWS OR FITNESS FOR A PARTICULAR PURPOSEREGULATIONS, OR WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDERCOMPLIANCE THEREWITH, OR WITH RESPECT TO THE COMPOUNDEXISTENCE OF OR COMPLIANCE WITH ANY REQUIRED PERMITS OR APPROVALS, PRODUCT IF ANY, OF ANY GOVERNMENTAL AGENCY; (III) THE AVAILABILITY OR LICENSED PRODUCTEXISTENCE OF ANY WATER, SEWER OR ANY OTHER MATTER. FURTHERMOREUTILITY RIGHTS; (IV) THE AVAILABILITY OF WATER, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT SEWER OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID UTILITIES; OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS(V) ANY WATER, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS SEWER OR OTHER INTELLECTUAL UTILITY DISTRICT. BUYER ASSUMES THE RESPONSIBILITY AND RISKS OF ALL DEFECTS AND CONDITIONS, INCLUDING SUCH DEFECTS AND CONDITIONS, IF ANY, THAT CANNOT BE OBSERVED BY CASUAL INSPECTION. BUYER ACKNOWLEDGES THAT BUYER IS PURCHASING THE PROPERTY RIGHTS OF "AS IS" AND WILL HAVE THE OPPORTUNITY TO INSPECT THE PROPERTY AND WILL BE RELYING ENTIRELY THEREON AND ON ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYCONSULTANTS BUYER MAY RETAIN.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP DocuSign Envelope ID: D912197B-D81E-47C3-A57B-57CF17C9819B AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACY.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP DocuSign Envelope ID: 174398E9-7BC6-4D69-97DC-01A43A37BFC6 AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACY.

Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR ANY ANCILLARY AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR EXTENDS ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED (AND EACH PARTY HEREBY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES NOT EXPRESSLY PROVIDED IN THIS AGREEMENT OR ANY ANCILLARY AGREEMENT), INCLUDING WITH RESPECT TO ANY PATENTS OR KNOW-HOW, INCLUDING WARRANTIES OF VALIDITY OR ENFORCEABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, PERFORMANCE AND NON-INFRINGEMENT OF ANY THIRD PARTY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHT. WITHOUT LIMITING THE FOREGOING, THE PARTIES AGREE THAT THE MILESTONE EVENTS, SALES MILESTONE EVENTS AND NET SALES LEVELS SET FORTH IN THIS AGREEMENT OR THAT HAVE OTHERWISE BEEN DISCUSSED BY THE PARTIES ARE MERELY INTENDED TO DEFINE THE MILESTONE PAYMENTS, SALES MILESTONE PAYMENTS AND THE PFIZER-MPP AGREEMENTROYALTY OBLIGATIONS IF SUCH MILESTONE EVENTS, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) SALES MILESTONE EVENTS OR NET SALES LEVELS ARE ACHIEVED. NEITHER PARTY MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KINDREPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THAT IT WILL BE ABLE TO SUCCESSFULLY ADVANCE ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, LICENSED PRODUCT OR DEVELOP, ACHIEVE REGULATORY APPROVAL FOR, MANUFACTURE OR COMMERCIALIZE ANY LICENSED PRODUCTPRODUCT OR, OR ANY OTHER MATTER. FURTHERMOREIF COMMERCIALIZED, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT PARTICULAR SALES LEVEL OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE PROFIT OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR SUCH LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYACHIEVED.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH PROVIDED IN THIS AGREEMENT PARAGRAPH, THE SERVICES (AND THE PFIZER-MPP AGREEMENTANY PART THEREOF), MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS ANY OTHER MATERIALS OR SERVICES PROVIDED BY PERITUS AND EXTENDS NO ITS LICENSORS, ARE PROVIDED “AS IS” AND “AS AVAILABLE”. PERITUS AND ITS LICENSORS AND SUPPLIERS HEREBY EXPRESSLY DISCLAIM ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY EXPRESS PARTICULAR PURPOSE, SATISFACTORY PURPOSE, ACCURACY, OR ANY IMPLIED WARRANTIES OF MERCHANTABILITY NON INFRINGEMENT UNDER THE UNIFORM COMMERCIAL CODE. PERITUS AND ITS LICENSORS AND SUPPLIERS DO NOT WARRANT OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS MAKE ANY GUARANTEE THAT DEFECTS WILL BE CORRECTED OR THAT SERVICES (OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCTPART THEREOF), OR ANY OTHER MATTERMATERIALS OR SERVICES PROVIDED BY PERITUS OR CONTENT MADE AVAILABLE THROUGH SERVICES: (I) WILL MEET CUSTOMER’S REQUIREMENTS; (II) WILL BE COMPATIBLE WITH CUSTOMER’S NETWORK, COMPUTER OR MOBILE DEVICE, OR ANY THIRD PARTY PRODUCTS OR SERVICES INCLUDING, WITHOUT LIMITATION, ANY THIRD PARTY INTEGRATIONS; (III) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS; OR (IV) WILL BE ACCURATE OR RELIABLE. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTSSERVICES, LICENSED KNOW-HOWAND ALL RESULTS OF SUCH USE IS SOLELY AT CUSTOMER’S OWN RISK. NO ADVICE OR INFORMATION, COMPOUNDWHETHER ORAL OR WRITTEN, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF OBTAINED BY CUSTOMER FROM PERITUS, ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION , OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUNDTHOUGH SERVICES, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE SHALL CREATE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACY.

Disclaimer. EXCEPT AS OTHER THAN EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES GAME SOFTWARE IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR CONDITION, UNINTERRUPTED USE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS OR NONINFRINGEMENT. NO ORAL OR WRITTEN ADVICE OR INFORMATION GIVEN BY BLUEPLANET VR, INC. OR ANY LICENSE GRANTED BY MPP AND PFIZER (OF ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE PFIZER-MPP AGREEMENT) HEREUNDERSCOPE OF THIS LIMITED WARRANTY. LIMITATIONS ON DAMAGES IN NO EVENT SHALL THE LICENSOR BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM POSSESSION, USE OR MALFUNCTION OF THE GAME SOFTWARE, INCLUDING WITHOUT LIMITATION ANY LOSSES OR DAMAGES CONNECTED WITH RESPECT OR CONSISTING OF LOST PROFITS, DAMAGE TO PROPERTY, LOST OR CORRUPTED DATA OR FILES, LOSS OF GOODWILL, COMPUTER OR VR DEVICE FAILURE, ERRORS AND LOST BUSINESS OR OTHER INFORMATION AS A RESULT OF POSSESSION, USE OR MALFUNCTION OF THE COMPOUNDGAME SOFTWARE, PRODUCT OR LICENSED PRODUCTPERSONAL INJURIES, EVEN IF BLUEPLANET VR, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. FURTHERMORE, IN NO EVENT SHALL BLUEPLANET VR, INC. OR ITS LICENSORS BE LIABLE FOR SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES RESULTING FROM THE BREACH OF ANY EXPRESS OR IMPLIED WARRANTIES OR ANY OTHER MATTERTERMS OF THIS AGREEMENT. FURTHERMORETERM AND TERMINATION The License shall terminate automatically if you fail to comply with its terms and conditions. In such event, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTYyou must uninstall and destroy all copies of the Game Software. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENTYou may also terminate the License at any time by destroying the Game Software and uninstalling it from your computer(s) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYor other applicable hardware.

Disclaimer. EXCEPT AS (a) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT: (i) THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY EXPRESSLY SET FORTH IN Article IV HEREOF ARE AND SHALL CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES MADE WITH RESPECT TO THE COMPANY AND ITS SUBSIDIARIES TO PARENT, BUYER, EHSI, IRISH HOLDCO AND MERGER SUB IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, AND (ii) EXCEPT FOR THE PFIZER-MPP REPRESENTATIONS AND WARRANTIES REFERRED TO IN CLAUSE (i) ABOVE, NEITHER THE COMPANY, ITS SUBSIDIARIES NOR ANY OTHER PERSON HAS MADE OR IS MAKING ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, STATUTORY OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE BUSINESS OR THE ASSETS OF THE COMPANY AND ITS SUBSIDIARIES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, MPP AND PFIZER (IN EXCEPT FOR THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KINDEXPRESSLY SET FORTH IN ARTICLE IV HEREOF, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, OF ANY NATURE, INCLUDING WITHOUT LIMITATION WITH RESPECT TO ANY EXPRESS OR IMPLIED WARRANTIES REPRESENTATION OR WARRANTY AS TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE BUSINESS OR THE ASSETS OF THE COMPANY AND ITS SUBSIDIARIES, ARE HEREBY EXPRESSLY DISCLAIMED EXCEPT IN THE CASE OF FRAUD (AS DEFINED IN THIS AGREEMENT). PARENT, BUYER, EHSI, IRISH HOLDCO AND MERGER SUB HEREBY REPRESENT, WARRANT, COVENANT AND AGREE, ON BEHALF OF THEMSELVES AND THEIR RESPECTIVE AFFILIATES, THAT, EXCEPT IN THE CASE OF FRAUD (AS DEFINED IN THIS AGREEMENT), IN DETERMINING TO ENTER INTO AND CONSUMMATE THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, THEY ARE NOT RELYING UPON ANY REPRESENTATION OR WARRANTY MADE OR PURPORTEDLY MADE BY OR ON BEHALF OF ANY PERSON, OTHER THAN THOSE EXPRESSLY MADE BY THE COMPANY AS SET FORTH IN ARTICLE IV HEREOF, AND THAT PARENT, BUYER, EHSI, IRISH HOLDCO AND MERGER SUB SHALL ACQUIRE THE COMPANY AND ITS SUBSIDIARIES AND THEIR RESPECTIVE ASSETS WITHOUT ANY REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR A ANY PARTICULAR PURPOSE, IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS AND “WITH ALL FAULTS.” (b) Without limiting the generality of the immediately preceding paragraph, it is understood and agreed by Parent, Buyer, EHSI, Irish Holdco and Merger Sub, on behalf of themselves and their respective Affiliates, that any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations, including any memoranda and materials provided by the Company, any direct or indirect holder of Company Shares or any of their respective representatives, are not and shall not be deemed to be or to include representations or warranties, except to the extent explicitly set forth in Article IV hereof as a representation and warranty by (and only by) the Company. (c) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT: (i) THE REPRESENTATIONS AND WARRANTIES OF PARENT, BUYER, EHSI, IRISH HOLDCO AND MERGER SUB EXPRESSLY SET FORTH IN Article V HEREOF ARE AND SHALL CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES MADE WITH RESPECT TO PARENT, BUYER, EHSI, IRISH HOLDCO, MERGER SUB AND EACH OF THEIR RESPECTIVE SUBSIDIARIES TO THE PATENTS COMPANY IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, AND (ii) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES REFERRED TO IN CLAUSE (i) ABOVE, NEITHER PARENT, ITS SUBSIDIARIES NOR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDEROTHER PERSON HAS MADE OR IS MAKING ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, STATUTORY OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO THE COMPOUND, PRODUCT ANY EXPRESS OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO IMPLIED REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE AS TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE COMPOUNDBUSINESS OR THE ASSETS OF PARENT AND ITS SUBSIDIARIES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE V HEREOF, ALL OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTYWARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, OF ANY NATURE, INCLUDING WITH REGARD RESPECT TO ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO THE SAFETY MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR EFFICACY FITNESS FOR ANY PARTICULAR PURPOSE OF THE COMPOUNDBUSINESS OR THE ASSETS OF PARENT AND ITS SUBSIDIARIES, PRODUCT ARE HEREBY EXPRESSLY DISCLAIMED EXCEPT IN THE CASE OF FRAUD (AS DEFINED IN THIS AGREEMENT). THE COMPANY REPRESENTS, WARRANTS, COVENANTS AND AGREES, ON BEHALF OF ITSELF AND ITS AFFILIATES, THAT, EXCEPT IN THE CASE OF FRAUD (AS DEFINED IN THIS AGREEMENT), IN DETERMINING TO ENTER INTO AND CONSUMMATE THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, THEY ARE NOT RELYING UPON ANY REPRESENTATION OR LICENSED PRODUCT WARRANTY MADE OR PURPORTEDLY MADE BY OR ON BEHALF OF ANY PERSON, OTHER THAN THOSE EXPRESSLY MADE BY PARENT, BUYER, EHSI, IRISH HOLDCO AND IT MERGER SUB AS SET FORTH IN ARTICLE V HEREOF AND THAT HOLDERS OF COMMON STOCK SHALL BE ACQUIRE THE SOLE RESPONSIBILITY PARENT SHARES AND THE RESPECTIVE ASSETS OF LICENSEE PARENT AND ITS SUBSIDIARIES REPRESENTED THEREBY WITHOUT ANY REPRESENTATION OR WARRANTY AS TO ENSURE SUCH SAFETY MERCHANTABILITY OR EFFICACYFITNESS FOR ANY PARTICULAR PURPOSE, IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS AND “WITH ALL FAULTS.” (d) Without limiting the generality of the immediately preceding paragraph, it is understood and agreed by the Company, on behalf of it and its Affiliates, that any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations, including any memoranda and materials provided by Parent, any direct or indirect holder of Parent Shares or any of their respective representatives, are not and shall not be deemed to be or to include representations or warranties, except to the extent explicitly set forth in Article V hereof as a representation and warranty by (and only by) Parent, Buyer and Merger Sub.

Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT AGREEMENT, ASSIGNMENT OF THE ASSIGNED INTERESTS IS PROVIDED “AS-IS” AND THE PFIZER-MPP AGREEMENTASSIGNOR AND ITS AFFILIATES MAKE (AND HEREBY EXPRESSLY DISCLAIM) ANY REPRESENTATIONS OR WARRANTIES, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KINDWHETHER EXPRESS, EXPRESS IMPLIED OR IMPLIEDSTATUTORY, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSEPURPOSE OR NON-INFRINGEMENT, WITH RESPECT AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. THE ASSIGNEE IS AWARE OF THE PROHIBITION ON ASSIGNMENT IN THE SUPPLY AGREEMENT RELATED TO THE PATENTS OR ANY LICENSE GRANTED BY MPP A/R ERMONT OWES TO COMMONWEALTH ALTERNATIVE CARE, INC. AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR ACKNOWLEDGES THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL ASSIGNOR IS NOT INFRINGE MAKING ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE THE ASSIGNMENT OF THE COMPOUNDA/R REFERENCED HEREUNDER OR PURSUANT TO ANY OTHER INSTRUMENT CONTEMPLATED HEREBY IS VALID OR ENFORCEABLE. FURTHERMORE, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN ASSIGNEE IS AWARE THAT THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD ENTITIES PARTY TO THE SAFETY OR EFFICACY LOAN AGREEMENT ARE REGULATED BY THE MASSACHUSETTS CANNABIS CONTROL COMMISSION (THE “CCC”) AND ACKNOWLEDGES THAT ASSIGNOR IS NOT RESPONSIBLE FOR ANY ACTION OF THE COMPOUND, PRODUCT CCC OR LICENSED PRODUCT AND IT SHALL BE ANY OTHER GOVERNMENTAL AUTHORITY AFFECTING ASSIGNEE FROM ENFORCING THE SOLE RESPONSIBILITY OF LICENSEE RIGHTS GRANTED PURSUANT TO ENSURE SUCH SAFETY OR EFFICACYTHE LOAN AGREEMENT.

Disclaimer. EXCEPT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT PROVIDED HEREIN AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) DOCUMENTS TO BE EXECUTED AT THE CLOSING, THE SALE OF THE PROPERTY IS MADE ON AN “AS IS, WHERE IS AND WlTH ALL FAULTS” BASIS, AND PURCHASER EXPRESSLY ACKNOWLEDGES THAT, IN CONSIDERATION OF THE AGREEMENTS OF SELLER, SELLER MAKES NO REPRESENTATIONS WARRANTY OR REPRESENTATION (OTHER THAN AS EXPRESSLY PROVIDED HEREIN AND EXTENDS NO WARRANTIES OF ANY KINDIN THE DOCUMENTS TO BE EXECUTED AT THE CLOSING), EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION OR ARISING BY OPERATION OF LAW, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTIES WARRANTY OF CONDITION, TITLE (OTHER THAN THE SPECIAL WARRANTY OF TITLE WITH RESPECT TO THE LAND), HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, PURPOSE WITH RESPECT TO THE PATENTS PROPERTY OR ANY LICENSE GRANTED BY MPP PORTION THEREOF. PURCHASER ACKNOWLEDGES THAT THE FOREGOING DISCLAIMER PROVISIONS REPRESENT THE RESULTS OF SPECIFIC NEGOTIATIONS BETWEEN THE PARTIES AND PFIZER (IN THAT SELLER WOULD NOT BE WILLING TO SELL THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT PROPERTY TO PURCHASER FOR THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING SALE PRICE AND ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS UNLESS SUCH DISCLAIMER PROVISIONS WERE INCLUDED IN THIS AGREEMENT. THE PATENTS IS VALID OR ENFORCEABLE OR THAT FOREGOING DISCLAIMER PROVISIONS SHALL SURVIVE THE MPP’S OR LICENSEE(S)’S USE CLOSING AND SHALL, AT THE ELECTION OF THE PATENTSSELLER, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (BE REPEATED IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF DEED AND OTHER INSTRUMENTS EXECUTED AND DELIVERED BY SELLER AT THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYCLOSING.

Disclaimer. EXCEPT AS EXPRESSLY CUSTOMER ACKNOWLEDGES AND AGREES THAT THE FEES AND OTHER AMOUNTS LVT CHARGES CUSTOMER UNDER THIS AGREEMENT ARE BASED UPON THE VALUE OF THE SYSTEM LVT PROVIDES TO CUSTOMER UNDER THIS AGREEMENT AND ARE UNRELATED TO THE VALUE OF ANY OF CUSTOMER'S LOCATIONS, PROPERTY, OR PREMISES, ANY PROPERTY OF ANY THIRD PARTY LOCATED IN OR ON CUSTOMER'S LOCATIONS, PROPERTY, OR PREMISES, OR ANY RISK OF LOSS AT ANY OF CUSTOMER'S LOCATIONS, PROPERTY, OR PREMISES. OTHER THAN THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENTSECTION ABOVE, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) LVT MAKES NO AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KINDOR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION BUT NOT LIMITED TO ANY EXPRESS IMPLIED REPRESENTATIONS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO NON-INFRINGEMENT, AND TITLE. WITHOUT LIMITING THE PATENTS GENERALITY OF THE FOREGOING, LVT DOES NOT REPRESENT OR ANY LICENSE GRANTED BY MPP AND PFIZER WARRANT THAT (IN a) THE PFIZER-MPP AGREEMENT) HEREUNDERSAAS SERVICES, OR WITH RESPECT TO THE COMPOUNDHARDWARE, PRODUCT OR LICENSED PRODUCTSOFTWARE, SERVICES, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE COMPONENTS OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER SYSTEM WILL NOT INFRINGE BE COMPROMISED AND/OR CIRCUMVENTED, (b) USING THE SAAS SERVICES, HARDWARE, SOFTWARE, SERVICES, OR ANY PATENT RIGHTS OTHER COMPONENTS OF THE SYSTEM WILL PREVENT ANY LOSS, DAMAGE, EXPENSE, OR INJURY DUE TO ANY CAUSES, INCLUDING WITHOUT LIMITATION ANY BURGLARY, HOLD-UP, ROBBERY, THEFT, CRIME, FIRE, OR OTHERWISE, OR (c) THE SAAS SERVICES, HARDWARE, SOFTWARE, SERVICES, OR ANY OTHER INTELLECTUAL PROPERTY RIGHTS COMPONENTS OF THE SYSTEM WILL PROVIDE THE PROTECTION REQUIRED OR INTENDED BY CUSTOMER. UNDER THIS AGREEMENT, THE RISK OF ANY THIRD PARTYAND ALL SUCH LOSS, DAMAGE, EXPENSE, OR INJURY REMAINS SOLELY WITH CUSTOMER, AND NOT LVT. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION INSURANCE, IF ANY, COVERING ANY SUCH RISK, LOSS, DAMAGE, EXPENSE, OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT INJURY SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE CUSTOMER, AND NOT OF LVT. LVT SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY LOSS, DAMAGE, EXPENSE, OR INJURY DUE DIRECTLY OR INDIRECTLY TO ENSURE SUCH SAFETY ANY OF THE EVENTS DESCRIBED ABOVE IN THIS SECTION, OR EFFICACYTHE CONSEQUENCES FLOWING THEREFROM. CUSTOMER HEREBY RELEASES AND WAIVES TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW FOR ITSELF AND ITS INSURERS ALL SUBROGATION AND OTHER RIGHTS TO RECOVER FROM LVT ARISING AS A RESULT OF PAYING ANY CLAIM FOR LOSS, DAMAGE OR INJURY OF CUSTOMER, USERS, OR ANY THIRD PARTY OR INDIVIDUAL. THE DISCLAIMERS, PROTECTIONS, LIMITATIONS, AND WAIVERS IN THIS SECTION SHALL ALSO BE APPLICABLE TO LVT’s AFFILIATES, SUPPLIERS, AND LICENSORS.

Disclaimer. LANDLORD AND TENANT EXPRESSLY ACKNOWLEDGE AND AGREE, AS A MATERIAL PART OF CONSIDERATION FOR LANDLORD'S ENTERING INTO THIS LEASE WITH TENANT, THAT, EXCEPT AS OTHERWISE SET FORTH IN THIS LEASE, LANDLORD HAS MADE NO WARRANTIES TO TENANT AS TO THE USE OR CONDITION OF THE PREMISES OR THE BUILDING, EITHER EXPRESSED OR IMPLIED, AND LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES OR THE BUILDING ARE SUITABLE FOR TENANTS INTENDED COMMERCIAL PURPOSE OR ANY OTHER WARRANTY (EXPRESSED OR IMPLIED) REGARDING THE PREMISES OR THE BUILDING. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND LEASE OR IN THE PFIZER-MPP WORK LETTER AGREEMENT, MPP LANDLORD AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS TENANT EXPRESSLY AGREE THAT THERE ARE NO, AND EXTENDS NO WARRANTIES OF ANY KINDSHALL NOT BE ANY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR MERCHANTABILITY, HABITABILITY, FITNESS FOR A PARTICULAR PURPOSEPURPOSE OR ANY OTHER KIND ARISING OUT OF THIS LEASE, ALL SUCH OTHER EXPRESSED OR IMPLIED WARRANTIES IN CONNECTION HEREWITH BEING EXPRESSLY DISCLAIMED AND WAIVED; PROVIDED, HOWEVER, LANDLORD HEREBY REPRESENTS TO TENANT THAT THEY HAVE NOT BEEN NOTIFIED OF ANY OUTSTANDING BUILDING DEPARTMENT VIOLATIONS OR OPEN ALTERATION APPLICATIONS WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP BUILDING. LANDLORD SHALL USE ITS BEST EFFORTS TO OBTAIN A CERTIFICATE OF OCCUPANCY BASED ON THE THEN CURRENT CONFIGURATION AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS PREMISES UPON COMPLETION OF ANY THIRD PARTY. MPP AND PFIZER (THE BUILDING IMPROVEMENTS CONTAINED IN THE PFIZER-MPP WORK LETTER AGREEMENT) ALSO MAKE . LANDLORD SHALL AGREE TO ASSIST TENANT WITH ANY BUILDING PERMIT APPROVALS, AT NO REPRESENTATION COST OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD EXPENSE TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYLANDLORD.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP DocuSign Envelope ID: 20ED8EAA-71E5-4C18-B49D-62DBEC763D25 AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACY.

Disclaimer. EXCEPT AS SET FORTH IN THIS AGREEMENT, SELLER WILL CONVEY TO BUYER THE SHARES WITHOUT ANY EXPRESS, STATUTORY, OR IMPLIED WARRANTY OR REPRESENTATION OF ANY KIND FROM SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES, INCLUDING WARRANTIES OR REPRESENTATIONS RELATING TO (I) THE COMPANY OR ANY SUBSIDIARY, (II) TITLE OF THE COMPANY OR ANY SUBSIDIARY IN AND TO THE PROPERTIES, (III) THE CONDITION OF THE PROPERTIES, (IV) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY OF THE PROPERTIES, (V) ANY IMPLIED OR EXPRESS WARRANTY OF THE FITNESS OF THE PROPERTIES FOR A PARTICULAR PURPOSE, (VI) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (VII) ANY AND ALL OTHER IMPLIED WARRANTIES EXISTING UNDER APPLICABLE LAW NOW OR HEREAFTER IN EFFECT, OR (VIII) ANY IMPLIED OR EXPRESS WARRANTY REGARDING COMPLIANCE WITH ANY APPLICABLE ENVIRONMENTAL LAWS, THE RELEASE OF MATERIALS INTO THE ENVIRONMENT, OR PROTECTION OF THE ENVIRONMENT OR HEALTH. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP IN PURCHASING THE SHARES BUYER ACCEPTS THE PROPERTIES "AS IS," "WHERE IS," AND PFIZER "WITH ALL FAULTS" AND IN THEIR PRESENT CONDITION AND STATE OF REPAIR. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS SET FORTH IN THIS AGREEMENT, SELLER DOES NOT MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AS TO (IN A) THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES AMOUNT, VALUE, QUALITY, QUANTITY, VOLUME, OR DELIVERABILITY OF ANY KINDOIL, EXPRESS GAS, OR IMPLIEDOTHER MINERALS OR RESERVES IN, UNDER, OR ATTRIBUTABLE TO THE OIL AND GAS PROPERTIES, (B) THE PHYSICAL, OPERATING, REGULATORY COMPLIANCE, SAFETY, OR ENVIRONMENTAL CONDITION OF THE PROPERTIES, (C) THE GEOLOGICAL OR ENGINEERING CONDITION OF THE OIL AND GAS PROPERTIES OR ANY VALUE THEREOF OR (D) THE ACCURACY, COMPLETENESS, OR MATERIALITY OF ANY DATA, REPORTS, PROJECTIONS, MATERIALS, INFORMATION, OR RECORDS NOW, HERETOFORE OR HEREAFTER FURNISHED OR MADE AVAILABLE TO BUYER IN CONNECTION WITH THE COMPANY, ANY SUBSIDIARY, THIS AGREEMENT, OR THE PROPERTIES, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSELIMITATION, WITH RESPECT RELATIVE TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDERPRICING ASSUMPTIONS, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCTCOMMODITY PRICES, OR ANY OF THE OTHER MATTERMATTERS DESCRIBED IN (A) THROUGH (C) ABOVE, OR ANY MATERIALS PROVIDED BY X.X. XXXXXX SECURITIES INC. FURTHERMORE, NOTHING TO BUYER. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES IN THIS AGREEMENT SHALL BE CONSTRUED AGREEMENT, ANY AND ALL SUCH DATA, RECORDS, REPORTS, PROJECTIONS, INFORMATION AND OTHER MATERIALS (WRITTEN OR ORAL) FURNISHED BY SELLER OR X.X. XXXXXX SECURITIES INC. OR OTHERWISE MADE AVAILABLE OR DISCLOSED TO BUYER ARE PROVIDED TO BUYER AS A WARRANTY THAT CONVENIENCE AND SHALL NOT CREATE OR GIVE RISE TO ANY PATENT LIABILITY OF OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID AGAINST X.X. XXXXXX SECURITIES INC. AND ANY RELIANCE ON OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)SAME SHALL BE AT BUYER’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD SOLE RISK TO THE SAFETY OR EFFICACY OF MAXIMUM EXTENT PERMITTED BY LAW. BUYER ACKNOWLEDGES AND AGREES TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT FOREGOING AND IT SHALL BE THAT THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYFOREGOING DISCLAIMER IS "CONSPICUOUS."

Disclaimer. EXCEPT AS SET FORTH IN THIS AGREEMENT, SELLER WILL CONVEY TO PURCHASER THE INTERESTS WITHOUT ANY EXPRESS, STATUTORY, OR IMPLIED WARRANTY OR REPRESENTATION OF ANY KIND FROM SELLER OR ANY OF ITS AFFILIATES, INCLUDING WARRANTIES OR REPRESENTATIONS RELATING TO (I) THE COMPANIES, (II) TITLE OF EACH COMPANY IN AND TO THE PROPERTIES AND OTHER ASSETS (“COMPANY PROPERTIES”), (III) THE CONDITION OF THE COMPANY PROPERTIES, (IV) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY OF THE COMPANY PROPERTIES, (V) ANY IMPLIED OR EXPRESS WARRANTY OF THE FITNESS OF THE COMPANY PROPERTIES FOR A PARTICULAR PURPOSE, (VI) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (VII) ANY AND ALL OTHER IMPLIED WARRANTIES EXISTING UNDER APPLICABLE LAW NOW OR HEREAFTER IN EFFECT, OR (VIII) ANY IMPLIED OR EXPRESS WARRANTY REGARDING COMPLIANCE WITH ANY APPLICABLE ENVIRONMENTAL LAWS, THE RELEASE OF MATERIALS INTO THE ENVIRONMENT, OR PROTECTION OF THE ENVIRONMENT OR HEALTH. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP IN PURCHASING THE INTERESTS PURCHASER ACCEPTS THE COMPANY PROPERTIES “AS IS,” “WHERE IS,” AND PFIZER (“WITH ALL FAULTS” AND IN THEIR PRESENT CONDITION AND STATE OF REPAIR. WITHOUT LIMITING THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES GENERALITY OF ANY KINDTHE FOREGOING, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING EXCEPT AS SET FORTH IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTSAGREEMENT, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE SELLER MAKES NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE AS TO (A) THE AMOUNT, VALUE, QUALITY, QUANTITY, VOLUME, RECOVERABILITY OR DELIVERABILITY OF ANY OIL, GAS, OR OTHER MINERALS OR RESERVES IN, UNDER, OR ATTRIBUTABLE TO COMPANY PROPERTIES, (B) THE PHYSICAL, OPERATING, REGULATORY COMPLIANCE, SAFETY, OR ENVIRONMENTAL CONDITION OF THE COMPOUNDCOMPANY PROPERTIES, PRODUCT (C) THE GEOLOGICAL OR LICENSED PRODUCT WILL NOT INFRINGE ENGINEERING CONDITION OF THE COMPANY PROPERTIES OR ANY PATENT RIGHTS VALUE THEREOF OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN D) THE PATENTS ACCURACY, COMPLETENESS, OR MATERIALITY OF ANY DATA, INFORMATION, OR RECORDS FURNISHED TO PURCHASER IN CONNECTION WITH THE COMPANIES OR THE COMPANY PROPERTIES. PURCHASER ACKNOWLEDGES AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD AGREES TO THE SAFETY OR EFFICACY OF FOREGOING AND THAT THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYFOREGOING DISCLAIMER IS “CONSPICUOUS.”

Disclaimer. EXCEPT AS EXPRESSLY FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT ARTICLE III, THE POINT BEACH ASSETS ARE BEING SOLD AND THE PFIZER-MPP AGREEMENTTRANSFERRED “AS IS, MPP WHERE IS,” AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO ACCORDINGLY SELLER IS NOT MAKING ANY OTHER REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KINDOR WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION CONCERNING THE POINT BEACH ASSETS, INCLUDING, IN PARTICULAR, ANY EXPRESS OR IMPLIED WARRANTIES WARRANTY OF MERCHANTABILITY MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT OR AS TO THE PATENTS WORKMANSHIP THEREOF OR THE ABSENCE OF ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDERDEFECTS THEREIN, WHETHER LATENT OR PATENT, OR COMPLIANCE WITH RESPECT ENVIRONMENTAL REQUIREMENTS, OR AS TO THE COMPOUND, PRODUCT OR LICENSED PRODUCTCONDITION OF THE POINT BEACH ASSETS, OR ANY OTHER MATTERPART THEREOF, ALL OF WHICH ARE HEREBY EXPRESSLY EXCLUDED AND DISCLAIMED. FURTHERMORE, NOTHING EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ARTICLE III, SELLER FURTHER SPECIFICALLY DISCLAIMS ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE REGARDING THE ABSENCE OF HAZARDOUS SUBSTANCES OR LIABILITY ARISING UNDER ENVIRONMENTAL LAWS. WITHOUT LIMITING THE GENERALITY OF THE COMPOUNDFOREGOING, PRODUCT EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SELLER EXPRESSLY DISCLAIMS ANY REPRESENTATION OR LICENSED PRODUCT WARRANTY OF ANY KIND REGARDING THE CONDITION OF THE POINT BEACH ASSETS OR THE SUITABILITY OF THE FACILITIES FOR OPERATION AS A POWER PLANT AND NO OTHER MATERIAL OR INFORMATION PROVIDED BY OR COMMUNICATION MADE BY SELLER OR ANY OFFICER, EMPLOYEE, CONSULTANT OR AGENT THEREOF, OR ANY BROKER OR INVESTMENT BANKER WILL NOT INFRINGE ANY PATENT RIGHTS CAUSE OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE CREATE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD AS TO THE SAFETY TITLE, CONDITION, VALUE OR EFFICACY QUALITY OF THE COMPOUNDPOINT BEACH ASSETS OR ANY PART THEREOF. THE PROVISIONS OF THIS SECTION HAVE BEEN NEGOTIATED BY THE PARTIES HERETO AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS AND WARRANTIES, PRODUCT WHETHER EXPRESS OR LICENSED PRODUCT IMPLIED OR STATUTORY, OTHER THAN THOSE REPRESENTATIONS AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYWARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH FOR THE EXPRESS WARRANTIES STATED IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP RESELLER AND PFIZER PROSTORES DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SOFTWARE, DOCUMENTATION, OR ANY SERVICES (IN THE PFIZER-MPP AGREEMENTINCLUDING ANY CUSTOMIZATION SERVICES) MAKES NO REPRESENTATIONS AND EXTENDS NO PROVIDED BY RESELLER, PROSTORES, THEIR SUPPLIERS, OR SERVICE PROVIDERS, INCLUDING ANY WARRANTIES OF ANY KINDMERCHANTABILITY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDERWARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. THE SOFTWARE, DOCUMENTATION, AND ANY SERVICES PROVIDED BY RESELLER OR PROSTORES ARE PROVIDED “AS IS” WITH RESPECT ALL FAULTS, AND THE ENTIRE RISK AS TO THE COMPOUNDSATISFACTORY QUALITY, PRODUCT OR LICENSED PRODUCTACCURACY, OR ANY OTHER MATTERAND EFFORT LIE WITH SUBLICENSEE. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY NEITHER RESELLER NOR PROSTORES WARRANTS THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTSSOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE AND EACH EXPRESSLY DISCLAIMS LIABILITY FOR THE CONTENT OR LOSS OF ANY DATA TRANSFERRED EITHER TO OR FROM SUBLICENSEE, LICENSED KNOW-HOWRESELLER OR MERCHANT CUSTOMER, COMPOUNDOR STORED BY SUBLICENSEE, PRODUCT RESELLER OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE MERCHANT CUSTOMER OR ANY PATENT RIGHTS OF RESELLER'S, SUBLICENSEE’S OR MERCHANT CUSTOMERS’ END USERS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES WHICH MAY BE AFFECTED BY THE SOFTWARE. SUBLICENSEE ACKNOWLEDGES AND AGREES THAT IT HAS NOT RELIED ON ANY THIRD PARTYORAL OR WRITTEN INFORMATION OR ADVICE, WHETHER GIVEN BY RESELLER, PROSTORES, THEIR SUPPLIERS, OR SERVICE PROVIDERS, OR THEIR EMPLOYEES, CONTRACTORS OR AGENTS. MPP RESELLER’S AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO PROSTORES’ SUPPLIERS AND SERVICE PROVIDERS MAKE NO REPRESENTATION REPRESENTATIONS OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT WARRANTIES UNDER OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP CONNECTION WITH THIS AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACY.

Disclaimer. EXCEPT LESSOR'S REPRESENTATIONS. WARRANTIES AND COVENANTS. (i) THE AIRCRAFT SHALL BE DELIVERED UNDER THIS LEASE "AS EXPRESSLY SET FORTH IN THIS AGREEMENT IS, WHERE IS" AND LESSEE AGREES, ACKNOWLEDGES AND ACCEPTS THAT, NEITHER LESSOR NOR ANY OTHER INDEMNIFIED PARTY MAKES ANY WARRANTY OR REPRESENTATION WHATSOEVER CONCERNING THE PFIZER-MPP AGREEMENTAIRCRAFT OR OTHERWISE. LESSEE, MPP FOR THE BENEFIT OF LESSOR AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO EACH INDEMNIFIED PARTY, HEREBY WAIVES, RELEASES AND RENOUNCES ALL WARRANTIES, REPRESENTATIONS AND EXTENDS NO WARRANTIES OTHER INDEMNITIES, OBLIGATIONS AND LIABILITIES OF LESSOR AND ANY KINDOTHER INDEMNIFIED PARTY AND ANY RIGHTS, CLAIMS AND REMEDIES OF LESSEE, EXPRESS OR IMPLIED, INCLUDING ARISING BY LAW OR OTHERWISE, IN EACH CASE, WITH RESPECT TO ANY NONCONFORMANCE OR DEFECT IN THE AIRCRAFT, ANY PART THEREOF OR ANY OTHER THING DELIVERED, LEASED, CHARTERED OR TRANSFERRED UNDER THIS LEASE, OR OTHERWISE INCLUDING, WITHOUT LIMITATION LIMITATION: [Lease Agreement] (A) ANY EXPRESS WARRANTY AS TO THE AIRWORTHINESS, VALUE, CONDITION, DESIGN, OPERATION OF, OR THE QUALITY OF THE MATERIAL OR WORKMANSHIP IN, OR ANY DEFECT IN, THE AIRCRAFT, THE AIRFRAME, ANY ENGINE, ANY PART, ANY DATA, ANY AIRCRAFT DOCUMENTATION OR ANY OTHER THING DELIVERED, SOLD OR TRANSFERRED HEREUNDER; (B) ANY IMPLIED WARRANTIES WARRANTY OF MERCHANTABILITY OR FITNESS FOR USE FOR A PARTICULAR PURPOSE; (C) ANY EXPRESS OR IMPLIED WARRANTY AS TO TITLE; (D) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE; (E) ANY OBLIGATION OR LIABILITY WITH RESPECT TO ANY ACTUAL OR ALLEGED PATENT OR OTHER INTELLECTUAL PROPERTY INFRINGEMENT; (F) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT IN STRICT OR ABSOLUTE LIABILITY OR ARISING FROM THE NEGLIGENCE OF LESSOR OR ANY INDEMNIFIED PARTY, ACTUAL OR IMPUTED, ACTIVE OR PASSIVE; AND (G) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OR DAMAGE TO THE AIRCRAFT, THE AIRFRAME, ANY ENGINE, ANY PART, ANY DATA OR ANY OTHER THING, FOR ANY LOSS OF USE, REVENUE OR PROFIT OR FOR ANY OTHER DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. (ii) DELIVERY BY LESSEE TO LESSOR OF LEASE SUPPLEMENT NO. 1 WILL BE CONCLUSIVE PROOF AS BETWEEN LESSOR AND LESSEE (BUT WITHOUT PREJUDICE TO ANY CLAIMS LESSOR OR LESSEE MAY HAVE AGAINST THE AIRFRAME MANUFACTURER, ENGINE MANUFACTURER OR ANY VENDOR WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AIRCRAFT) THAT LESSEE HAS EXAMINED AND PFIZER (IN INSPECTED THE PFIZER-MPP AGREEMENT) HEREUNDERAIRCRAFT, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(SAIRCRAFT AND THE AIRCRAFT DOCUMENTATION ARE SATISFACTORY TO LESSEE AND THAT LESSEE HAS IRREVOCABLY AND UNCONDITIONALLY ACCEPTED THE AIRCRAFT FOR LEASE HEREUNDER WITHOUT ANY RESERVATIONS WHATSOEVER. [Lease Agreement] (iii) Lessor represents and warrants that (i) on the Delivery Date and throughout the Lease Term, so long as no Event of Default shall have occurred and be continuing, except as may be expressly provided in this Agreement or in any other Operative Document to which Lessee is a party or consents, Lessor shall not take or cause to be taken any action inconsistent with Lessee's right of quiet enjoyment of, or otherwise in any way interfere with or interrupt, the continuing use, operation and possession of the Aircraft, the Airframe or any Engine by Lessee or any permitted sublessee or assignee thereof and (ii) Lessor and Owner Participant are organized under the laws of the United States, or a state thereof, and the trust created by the Trust Agreement is a grantor trust for federal income tax purposes. (iv) Notwithstanding anything herein to the contrary, Lessee may install in the Aircraft passenger seats and galleys, title to which is held by Lessee subject to a security interest in favor of an unrelated third party or title to which is held by an unrelated third party and such part is leased or conditionally sold to Lessee (hereinafter "Lessee Installed Parts")’S USE OF THE PATENTS. Lessor agrees, LICENSED KNOW-HOWfor the benefit of Lessee and any mortgagee or holder of any other security interest in any engine (other than an Engine) or any Lessee Installed Part, COMPOUNDany lessor of any engine (other than an Engine) or Lessee Installed Part and any mortgagee or conditional vendor of any engine (other than an Engine) or Lessee Installed Part subject to a conditional sale agreement or any other security agreement, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTYthat no right, title to or interest in any such engine or Lessee Installed Part shall be exercised or asserted by the Lessor and the Lessor acknowledges and confirms that it will not acquire any right, title or interest to or in any such engine or Lessee Installed Part as a result of its installation on the Aircraft. MPP AND PFIZER No engine, part or Lessee Installed Part shall be installed on the Airframe or any Engine unless either (IN THE PFIZER-MPP AGREEMENTi) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUNDLessee owns such item of equipment free and clear of all Liens other than Permitted Liens or (ii) the mortgagee, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTYowner, EXPRESS OR IMPLIEDlessor, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUNDconditional vendor or other lienholder in respect of such item of equipment has agreed that it shall not acquire, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYexercise or assert any interest over the Aircraft, the Airframe, any Engine or any Part.

Disclaimer. (A) EXCEPT AS EXPRESSLY SET FORTH OTHERWISE SPECIFICALLY STATED IN THIS AGREEMENT AGREEMENT, SELLER HEREBY SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY, OR REPRESENTATION, ORAL OR WRITTEN, PAST, PRESENT, OR FUTURE OF, AS TO, OR CONCERNING THE NATURE AND CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL, AND GEOLOGY, AND THE PFIZER-MPP SUITABILITY THEREOF AND OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH BUYER MAY ELECT TO CONDUCT THEREON. (B) EXCEPT AS SPECIFICALLY STATED IN THIS AGREEMENT, MPP SELLER HAS NOT MADE AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF IS NOT MAKING ANY KIND, EXPRESS REPRESENTATION OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF WARRANTY REGARDING MERCHANTABILITY OR FITNESS FOR A ANY PARTICULAR PURPOSE, ENVIRONMENTAL CONDITIONS, ZONING OR THE AVAILABILITY OF UTILITIES OR PERMITS. (C) BUYER ACKNOWLEDGES THAT HAVING BEEN GIVEN A SUFFICIENT OPPORTUNITY TO INSPECT THE PROPERTY, AND TO REVIEW OTHER MATERIAL GIVEN TO BUYER, BUYER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY IN ARRIVING AT ITS DECISION TO PURCHASE THE PROPERTY AND HAS NOT RELIED UPON ANY PLANS SELLING BROCHURES, ADVERTISEMENTS, REPRESENTATIONS WARRANTES, STATEMENTS OR ESTIMATES OF ANY NATURE WRITTEN OR ORAL BY SELLER OR SELLER’S AGENT IN DECIDING TO PURCHASE THE PROPERTY AT THE STATED PRICE. (D) BUYER IS PURCHASING THE PROPERTY IN ITS PRESENT CONDITION, "AS IS, WHERE IS", AND SELLER HAS NO OBLIGATION TO CONSTRUCT ANY IMPROVEMENTS THEREON, OR TO PERFORM ANY OTHER ACT REGARDING THE PROPERTY, EXCEPT AS EXPRESSLY PROVIDED HEREIN. (E) ANY FACTUAL INFORMATION SUCH AS PROPERTY DIMENSIONS, SQUARE FOOTAGE, OR SKETCHES SHOWN TO BUYER OR SET FORTH HEREIN ARE OR MAY BE APPROXIMATE AND BUYER REPRESENTS TO SELLER THAT THEY HAVE INSPECTED AND VERIFIED THE FACTS AND INFORMATION PRIOR TO THE EXECUTION OF THIS AGREEMENT. NO LIABILITY FOR ANY INACCURACIES, ERRORS OR OMISSIONS IS ASSUMED BY THE SELLER, THE BROKER OR OTHER AGENTS. (F) THE REAL ESTATE SALESPERSONS AND BROKERS IN THIS TRANSACTION HAVE NO EXPERTISE WITH RESPECT TO ENVIRONMENTAL MATTERS. PROPER INSPECTIONS OF THE PATENTS PROPERTY BY QUALIFIED EXPERTS ARE ENCOURAGED TO DETERMINE WHETHER OR NOT THERE ARE ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDER, CURRENT OR WITH RESPECT POTENTIAL ENVIRONMENTAL CONCERNS RELATING TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTERPROPERTY. FURTHERMORE, NOTHING THE REAL ESTATE SALESPERSONS AND BROKERS IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT TRANSACTION HAVE NOT MADE, NOR WILL THEY MAKE, ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTSREPRESENTATIONS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS EITHER EXPRESSED OR IMPLIED, WITH REGARD REGARDING THE EXISTENCE OR NON-EXISTENCE OF ANY SUCH ENVIRONMENTAL CONCERNS IN OR ON THE PROPERTY. (G) BUYER HAS BEEN MADE AWARE OF ANY DEED RESTRICTIONS THAT ARE ATTACHED TO THIS PROPERTY AND IS BUYING SUBJECT TO THOSE DEED RESTRICTIONS. THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYSPECIFIC DEED RESTRICTIONS ARE ATTACHED AS EXHIBIT “C”.

Disclaimer. THERE ARE NO WARRANTIES, REPRESENTATIONS OR IMPLIED COVENANTS BETWEEN THE PARTIES EXCEPT THE MATTERS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT AND THE EXHIBITS AND SCHEDULES ATTACHED HERETO AND THE DOCUMENTS, CONVEYANCES AND INSTRUMENTS TO BE DELIVERED BY THE PARTIES AT AND AFTER CLOSING. THE PARTIES RESPECTIVELY DISCLAIM ANY OTHER WARRANTIES OR REPRESENTATIONS INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES AND REPRESENTATIONS IMPLIED UNDER ANY STATUTE OR LAW. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT: 3.3.1 ALL THE INFORMATION, STATISTICS, SUMMARIES, AND FACSIMILES FURNISHED BY OR ON BEHALF OF SELLER HEREWITH, HEREUNDER, OR PRIOR TO THE EXECUTION OF THIS AGREEMENT ARE FURNISHED OR WILL BE FURNISHED FOR BUYER'S USE AT BUYER'S SOLE RISK. ALL SUCH INFORMATION HAS BEEN COMPILED OR PREPARED BY SELLER BASED UPON ITS FILES AND THE PFIZER-MPP AGREEMENTRECORDS AND SUCH INFORMATION IS BELIEVED TO BE CORRECT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) BUT SELLER MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KINDREPRESENTATION, EXPRESS OR IMPLIED, INCLUDING AS TO THE ACCURACY, CORRECTNESS, COMPLETENESS, OR THE ADEQUACY OF SAME AND DOES NOT WARRANT OR GUARANTEE SUCH INFORMATION IN ANY WAY. SELLER HAS MADE NO STATEMENTS OR REPRESENTATIONS CONCERNING THE PRESENT OR FUTURE VALUE OF THE ANTICIPATED INCOME, COSTS, OR PROFITS, IF ANY, TO BE DERIVED FROM THE PROPERTIES. BUYER IS RESPONSIBLE FOR MAKING SUCH INDEPENDENT INVESTIGATION AND EVALUATION OF THE PROPERTIES AS BUYER SHALL DEEM APPROPRIATE, REALIZING THAT SELLER DOES NOT ASSUME AND SHALL HAVE NO LIABILITY TO BUYER OR ANY OTHER PARTY FOR ANY RELIANCE WHICH MAY BE PLACED ON THE INFORMATION, STATISTICS, SUMMARIES, OR FACSIMILES FURNISHED HEREWITH OR HEREUNDER OR ANY STATEMENTS MADE HEREIN. SPECIFICALLY, BUT WITHOUT LIMITATION LIMITING THE GENERALITY OF THE FOREGOING: (a) THE DESCRIPTION OF LEASES INCLUDED IN THE PROPERTIES, THE ACREAGE PURPORTED TO BE COVERED THEREBY, DEPTH LIMITATIONS (IF ANY), ROYALTY AND OTHER BURDENS AFFECTING SAME, AND QUANTUM OF INTEREST HAVE BEEN DERIVED STRICTLY FROM SELLER'S RECORDS AND SELLER HAS NOT UNDERTAKEN ANY EXAMINATION OF TITLE TO VERIFY SAME, SELLER WARRANTS TITLE TO THE PROPERTIES ONLY AS TO ANY CLAIMS BROUGHT BY, THROUGH, OR UNDER SELLER, BUT NOT OTHERWISE, AND BUYER SHOULD THEREFORE UNDERTAKE SUCH TITLE EXAMINATION AS IT DEEMS APPROPRIATE PRIOR TO CLOSING; AND (b) ANY DESCRIPTION OF XXXXX AND EQUIPMENT INCLUDED IN THE PROPERTIES HAS BEEN COMPILED STRICTLY FROM SELLER'S RECORDS, RATHER THAN FROM AN ON-THE-GROUND INVENTORY. PRIOR TO CLOSING, BUYER SHOULD UNDERTAKE SUCH INSPECTION OR INVENTORY AS IT DEEMS APPROPRIATE TO DETERMINE WHETHER THE EQUIPMENT SO DESCRIBED IS IN FACT IN PLACE. 3.3.2 SELLER MAKES NO WARRANTY OR REPRESENTATION WHATSOEVER AS TO THE REGULATORY STATUS OF THE PROPERTIES, AND BUYER SHOULD SATISFY ITSELF AS TO SUCH MATTERS PRIOR TO CLOSING. 3.3.3 CONVEYANCE OF THE PROPERTIES WILL BE MADE WITHOUT WARRANTIES, EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY IN FACT OR IN LAW, AS TO MERCHANTABILITY, DURABILITY, USE, OPERATION, FITNESS FOR A ANY PARTICULAR PURPOSE, CONDITION, OR SAFETY OF THE PROPERTIES, COMPLIANCE WITH REGULATORY AND ENVIRONMENTAL REQUIREMENTS OR OTHERWISE. 3.3.4 BUYER HEREBY AGREES THAT IT HAS INSPECTED OR BEEN GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTIES, INCLUDING, WITHOUT LIMITATION, THE LEASES AND THE CONTRACTS, XXXXX, PERSONAL PROPERTY, AND EQUIPMENT ASSIGNED AND CONVEYED HEREIN AND THAT IT ACCEPTS THE SAME "AS IS" AND "WITH ALL FAULTS." BUYER RELEASES SELLER FROM LOSSES (AS DEFINED HEREIN) WITH RESPECT TO THE PATENTS PROPERTIES, WHETHER OR ANY LICENSE GRANTED NOT CAUSED BY MPP OR ATTRIBUTABLE TO SELLER'S NEGLIGENCE AND PFIZER (WHETHER OR NOT ARISING FROM OR IN CONNECTION WITH OR DURING THE PFIZER-MPP AGREEMENT) HEREUNDERPERIOD OF SELLER'S OWNERSHIP, OPERATION, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTSPROPERTIES. WITHOUT LIMITING THE ABOVE, LICENSED KNOW-HOWBUYER WAIVES ITS RIGHT TO RECOVER FROM SELLER AND FOREVER RELEASES AND DISCHARGES SELLER FROM ANY AND ALL LOSSES, COMPOUNDPENALTIES, PRODUCT FINES, LIENS, JUDGMENTS, COSTS AND EXPENSES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEY FEES AND COSTS), WHETHER DIRECT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE INDIRECT, KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, THAT MAY ARISE ON ACCOUNT OF OR IN ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN WAY BE CONNECTED WITH THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE PHYSICAL CONDITION OF THE COMPOUNDPROPERTIES OR ANY LAW OR REGULATION APPLICABLE THERETO, PRODUCT INCLUDING, WITHOUT LIMITATION, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980, AS AMENDED (42 U.S.C. 9601 ET. SEQ.), THE RESOURCE CONVERSATION AND RECOVERY ACT OF 1976 (42 U.S.C. 6901 ET. SEQ)., THE CLEAN WATER ACT (33 U.S.C. 466 ET. SEQ.), THE SAFE DRINKING WATER ACT (14 U.S.C. 1401-1450), THE HAZARDOUS MATERIALS TRANSPORTATION ACT (49 U.S.C. 1801 ET. SEQ.), THE TOXIC SUBSTANCE CONTROL ACT (16 U.S.C. 2601-2629) AND ALL APPLICABLE STATE OR LICENSED PRODUCT WILL NOT INFRINGE LOCAL LAWS. 3.3.5 BUYER AND SELLER WAIVE ANY PATENT RIGHTS RIGHT, CLAIM, LOSS, OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN DAMAGE UNDER THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER TEXAS DECEPTIVE TRADE PRACTICES ACT RELATING TO THIS AGREEMENT OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTYNEGOTIATION, EXPRESS EXECUTION, OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYPERFORMANCE.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT THE SCHEDULES, AND TO THE MAXIMUM EXTENT PERMITTED BY REGULATION, (I) THE LICENSED PRODUCTS AND THE PFIZERSERVICES ARE PROVIDED “AS-MPP AGREEMENTIS” AND “AS AVAILABLE,” (II) MIRA DISCLAIMS ALL REPRESENTATIONS, MPP WARRANTIES, AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KINDCONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS OR ACCURACY, TITLE, AND NON-INFRINGEMENT, AND ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDERWARRANTIES ARISING OUT OF COURSE OF DEALING, CUSTOM, USAGE, OR WITH RESPECT TO TRADE, (III) MIRA DOES NOT WARRANT THAT THE COMPOUNDLICENSED PRODUCTS OR THE SERVICES WILL BE SECURE OR OPERATE ERROR-FREE, PRODUCT OR LICENSED PRODUCTOPERATE WITHOUT INTERRUPTION, OR MEET CUSTOMER’S SPECIFIC BUSINESS REQUIREMENTS, (IV) MIRA DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY FOR THIRD-PARTY OWNED SOFTWARE (OTHER THAN EMBEDDED SOFTWARE), SERVICES, OR HARDWARE OR CUSTOMER’S (OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S CUSTOMER PARTIES’) USE OF THEM, INCLUDING, WITHOUT LIMITATION, THE PATENTSRELIABILITY OR ACCESSIBILITY OF THIRD PARTY DATA PROCESSING CENTERS UTILIZED IN CONNECTION WITH THE LICENSED PRODUCTS OR SERVICES, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN V) MIRA PROVIDES NO WARRANTY FOR THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (HARDWARE OTHER THAN THE PATENTS PASS-THROUGH WARRANTY FROM THE HARDWARE MANUFACTURERS, AS APPLICABLE. CUSTOMER UNDERSTANDS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN AGREES THAT THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY ABOVE DISCLAIMERS ARE A FUNDAMENTAL PART OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AGREEMENT AND IT SHALL BE THAT XXXX WOULD NOT AGREE TO ENTER INTO THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYAGREEMENT WITHOUT THEM.

Disclaimer. CE ACKNOWLEDGES THAT EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT ARTICLE III AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF SELLER DISCLOSURE SCHEDULE, NEITHER SELLER NOR ANY KINDOTHER PERSON HAS MADE ANY REPRESENTATION OR WARRANTY, EXPRESS EXPRESSED OR IMPLIED, INCLUDING AS TO THE ACQUIRED ASSETS, THE BUSINESS OR THE ACCURACY AND COMPLETENESS OF ANY INFORMATION REGARDING THE ACQUIRED ASSETS FURNISHED OR MADE AVAILABLE TO CE AND THEIR REPRESENTATIVES AND CE HAS NOT RELIED ON ANY REPRESENTATION FROM SELLER OR ANY OTHER PERSON WITH RESPECT TO THE ACQUIRED ASSETS, THE BUSINESS OR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING THE ACQUIRED ASSETS FURNISHED OR MADE AVAILABLE TO CE AND THEIR REPRESENTATIVES IN DETERMINING TO ENTER INTO THIS AGREEMENT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE III AND IN THE SELLER DISCLOSURE SCHEDULE. CE ACKNOWLEDGES THAT SHOULD THE CLOSING OCCUR, CE SHALL ACQUIRE THE ACQUIRED ASSETS WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF REPRESENTATION AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS AND CE SHALL BEAR THE PATENTS OR ANY LICENSE GRANTED BY MPP ECONOMIC AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY LEGAL RISKS THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED CONVEYANCE SHALL PROVE TO BE INSUFFICIENT TO VEST IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTSCE GOOD AND MARKETABLE TITLE, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS FREE AND CLEAR OF ANY THIRD PARTY. MPP LIENS, THAT ANY NECESSARY CONSENTS OR GOVERNMENTAL APPROVALS ARE NOT OBTAINED AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION THAT ANY REQUIREMENTS OF APPLICABLE LAWS OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL JUDGMENTS ARE NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYCOMPLIED WITH.

Disclaimer. PURCHASER ACKNOWLEDGES THAT EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENTARTICLE IV, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF NEITHER SELLER NOR ANY KINDOTHER PERSON HAS MADE ANY REPRESENTATION OR WARRANTY, EXPRESS EXPRESSED OR IMPLIED, INCLUDING AS TO THE ACQUIRED ASSETS, THE PRODUCTS, ANY OTHER ASPECT OF THE RESPECTIVE BUSINESSES OF SELLER AND THE SELLING AFFILIATES, OR THE ACCURACY AND COMPLETENESS OF ANY INFORMATION REGARDING THE ACQUIRED ASSETS FURNISHED OR MADE AVAILABLE TO PURCHASER AND ITS REPRESENTATIVES AND PURCHASER HAS NOT RELIED ON ANY REPRESENTATION FROM SELLER OR ANY OTHER PERSON WITH RESPECT TO THE ACQUIRED ASSETS, THE PRODUCTS, ANY ASPECT OF THE RESPECTIVE BUSINESSES OF SELLER AND THE SELLING AFFILIATES, OR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING THE ACQUIRED ASSETS FURNISHED OR MADE AVAILABLE TO PURCHASER AND ITS REPRESENTATIVES IN DETERMINING TO ENTER INTO THIS AGREEMENT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE IV. PURCHASER ACKNOWLEDGES THAT SHOULD THE CLOSING OCCUR, PURCHASER SHALL ACQUIRE THE ACQUIRED ASSETS WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF REPRESENTATION AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT IN AN "AS IS" CONDITION AND ON A "WHERE IS" BASIS AND PURCHASER SHALL BEAR THE ECONOMIC AND LEGAL RISKS THAT ANY CONVEYANCE SHALL PROVE TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (BE INSUFFICIENT TO VEST IN THE PFIZER-MPP AGREEMENT) HEREUNDERPURCHASERS GOOD AND MARKETABLE TITLE, OR WITH RESPECT TO THE COMPOUNDFREE AND CLEAR OF ANY LIENS, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT NECESSARY CONSENTS OR OTHER PROPRIETARY RIGHTS INCLUDED IN GOVERNMENTAL APPROVALS ARE NOT OBTAINED AND THAT ANY REQUIREMENTS OF APPLICABLE LAWS OR JUDGMENTS ARE NOT COMPLIED WITH. PURCHASER HAS ALSO ACKNOWLEDGED THAT IT HAS INSPECTED THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE ACQUIRED ASSETS AS OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP CLOSING DATE AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYTHEY ARE ACCEPTABLE.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (MUSICAL WORKS IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS ASCAP REPERTORY AND EXTENDS NO WARRANTIES ALL OTHER PRODUCTS,SERVICES AND RIGHTS PROVIDED OR OTHERWISE MADE AVAILABLE BY OR ON BEHALF OF ASCAP ARE BEING PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT GUARANTEE, REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS WHETHER EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR AS TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS ACCURACY, SATISFACTORY QUALITY, QUIET ENJOYMENT, OR ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE, AND ASCAP HEREBY EXPRESSLY DISCLAIMS ALL SUCH REPRESENTATIONS AND LICENSEE'S EXPLOITATION OF ANY MUSICAL WORKS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF WILL NOT VIOLATE ANY INTELLECTUAL PROPERTY RIGHT OR OTHER PROPRIETARY RIGHT OWNER OR CONTROLLED BY ANY THIRD PARTY. MPP 9.3. WAIVER. LICENSEE UNDERSTANDS AND PFIZER (AGREES THAT, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, ASCAP, ITS AFFILIATES AND MEMBERS, AND THE RESPECTIVE SUCCESSORS AND ASSIGNS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS, OPERATORS, SERVICE PROVIDERS, ADVERTISERS AND SUPPLIERS OF THE FOREGOING, SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE, OF ANY KIND, DIRECT OR INDIRECT, IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION CONNECTION WITH OR WARRANTY THAT LICENSEE(S)’S ARISING OUT OF THIS LICENSE AGREEMENT AND/OR FROM USE OF THE COMPOUNDASCAP REPERTORY, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY REGARDLESS OF THE COMPOUNDFORM OF ACTION OR THE BASIS OF THE CLAIM OR WHETHER OR NOT ASCAP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, PRODUCT INCLUDING COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYPUNITIVE DAMAGES.

Disclaimer. IF YOU CHOOSE TO USE THE PLATFORM, YOU DO SO AT YOUR SOLE RISK. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP THE PLATFORM, INCLUDING, WITHOUT LIMITATION, ALL INFORMATION, CONTENT, FEATURES, SOFTWARE, WEBSITE AND PFIZER (IN OTHER SERVICES MADE AVAILABLE BY SHOPANDSHOUT OR ANY THIRD PARTY VENDORS ARE PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS AND NEITHER SHOPANDSHOUT, ITS PARENT COMPANY, NOR THEIR AFFILIATES AND SUBSIDIARIES MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS PLATFORM. SHOPANDSHOUT, ITS PARENT COMPANY, AND EXTENDS NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THEIR AFFILIATES AND SUBSIDIARIES HEREBY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY ANY KIND OR NATURE WHATSOEVER, INCLUDING, WITHOUT LIMITATION, WARRANTIES RELATED TO ANY COURSE OF DEALING, USAGE OR TRADE PRACTICE, OR IMPLIED WARRANTIES AND CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSEPURPOSE OR THE QUALITY OF ANY PRODUCTS, WITH RESPECT SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PLATFORM. SHOPANDSHOUT SHALL NOT BE LIABLE FOR ANY DELAY OR FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT, WHERE THE DELAY OR FAILURE RESULTS FROM A FORCE MAJEURE EVENT OR SUCH OTHER CAUSE BEYOND SHOPANDSHOUT’S CONTROL, INCLUDING WITHOUT LIMITATION, ANY MECHANICAL, ELECTRICAL, COMMUNICATIONS OR THIRD-PARTY SUPPLIER, INCLUDING XXXXXXX.XXX, LLC. SHOPANDSHOUT CANNOT GUARANTEE THAT ACCESS TO THE PATENTS OR ANY LICENSE GRANTED BY MPP PLATFORM WILL BE UNINTERRUPTED AND PFIZER (IN ERROR-FREE, THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL DEFECTS WILL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR CORRECTED AND THAT THE MPP’S OR LICENSEE(S)’S PLATFORM WILL BE SECURE. YOU AGREE THAT YOUR USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYPLATFORM IS SOLELY AT YOUR OWN RISK.

Disclaimer. EXCEPT FOR THE WARRANTIES AND RESPRESENTATIONS MADE TO RESELLER AS EXPRESSLY SET FORTH IN THIS AGREEMENT LICENSEE UNDER THE LICENSE AGREEMENT, AND THE PFIZER-MPP AGREEMENTEXPRESS WARRANTIES, MPP AND PFIZER (IN IF ANY, MADE DIRECTLY TO END USERS PURSUANT TO THE PFIZER-MPP AGREEMENT) END USER LICENSE, LICENSOR MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF WITH RESPECT TO ANY KINDPRODUCTS, EXPRESS LICENSE OR IMPLIEDSERVICE, INCLUDING WITHOUT LIMITATION ANY EXPRESS LIMITATION, THE LICENSOR ITEMS AND THE LICENSOR TRADEMARKS, AND HEREBY DISCLAIMS ALL STATUTORY OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO TITLE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. LICENSOR DOES NOT WARRANT THAT THE PATENTS OR LICENSOR ITEMS SHALL MEET ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE END USER REQUIREMENTS OR THAT THE MPP’S OR LICENSEE(S)’S USE OPERATION OF THE PATENTSLICENSED SOFTWARE SHALL BE UNINTERRUPTED OR ERROR-FREE. RESELLER IS NOT AUTHORIZED TO MAKE ANY OTHER WARRANTY OR REPRESENTATION CONCERNING THE PERFORMANCE OF THE LICENSED SOFTWARE OTHER THAN AS PROVIDED, LICENSED KNOW-HOWIF AT ALL, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO END USER LICENSE. RESELLER SHALL MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, ON BEHALF OF LICENSOR. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT, IN NO EVENT SHALL LICENSOR'S AGGREGATE LIABILITY ARISING UNDER, WITH REGARD RESPECT TO OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE SAFETY OR EFFICACY TOTAL MONIES PAID BY RESELLER TO LICENSOR UNDER THIS AGREEMENT; PROVIDED THAT NOTHING IN THIS AGREEMENT SHALL REDUCE ANY LIABILITY OF LICENSOR UNDER THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYLICENSE AGREEMENT.

Disclaimer. EXCEPT AS NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR OTHERWISE: (A) THE REPRESENTATIONS AND WARRANTIES OF THE CORPORATION EXPRESSLY SET FORTH IN ARTICLE V ARE AND SHALL CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES MADE WITH RESPECT TO THE CORPORATION AND ITS SUBSIDIARIES IN CONNECTION WITH THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP TRANSACTIONS CONTEMPLATED HEREBY AND PFIZER (IN B) EXCEPT FOR THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES REFERRED TO IN CLAUSE (A) ABOVE, NONE OF THE CORPORATION, ITS SUBSIDIARIES, ANY SELLER RELATED PARTY OR ANY OTHER PERSON HAS MADE OR IS MAKING ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, STATUTORY OR OTHERWISE, OF ANY KINDNATURE, INCLUDING WITH RESPECT TO ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO THE VALUE, MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE BUSINESS OR THE ASSETS OF THE CORPORATION OR ITS SUBSIDIARIES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR OTHERWISE, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE V, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, OF ANY NATURE, INCLUDING WITHOUT LIMITATION WITH RESPECT TO ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO THE VALUE, MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE BUSINESS OR THE ASSETS OF THE CORPORATION AND ITS SUBSIDIARIES, ARE HEREBY EXPRESSLY DISCLAIMED. PARENT AND MERGER SUB REPRESENT, WARRANT, COVENANT AND AGREE, ON BEHALF OF THEMSELVES AND THE PARENT RELATED PARTIES (1) THAT IN DETERMINING TO ENTER INTO THIS AGREEMENT AND CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY, THEY ARE NOT RELYING UPON, AND HAVE NOT BEEN INDUCED BY, ANY REPRESENTATION OR WARRANTY MADE OR PURPORTEDLY MADE BY OR ON BEHALF OF ANY PERSON, OTHER THAN THOSE EXPRESSLY MADE BY THE CORPORATION AS SET FORTH IN ARTICLE V, (2) THAT NEITHER PARENT NOR MERGER SUB OR ANY PARENT RELATED PARTY WILL HAVE ANY RIGHT OR REMEDY (AND NONE OF THE CORPORATION, ITS SUBSIDIARIES OR ANY SELLER RELATED PARTY SHALL HAVE ANY LIABILITY WHATSOEVER) ARISING OUT OF ANY REPRESENTATION OR WARRANTY MADE OR PURPORTEDLY MADE BY OR ON BEHALF OF ANY PERSON OTHER THAN THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE IN ARTICLE V, AND (3) THAT PARENT AND MERGER SUB, SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THE REPRESENTATIONS AND WARRANTIES IN ARTICLE V, SHALL ACQUIRE THE CORPORATION AND ITS SUBSIDIARIES AND THEIR RESPECTIVE ASSETS WITHOUT ANY REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR A ANY PARTICULAR PURPOSE, IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS AND “WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER ALL FAULTS”. Without limiting the generality of the immediately preceding paragraph, it is understood and agreed by Pxxxxx and Merger Sub, on behalf of themselves and the Parent Related Parties, that any estimate, projection forecast, plan, budget or other prediction, any data, any financial information or any memoranda or offering materials or presentations, including any memoranda and materials provided by or on behalf of the Corporation or its Subsidiaries or any Seller Related Party, are not and shall not be deemed to be or to include representations or warranties, except to the extent explicitly set forth in Article V hereof as a representation and warranty by (IN THE PFIZER-MPP AGREEMENTand only by) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYthe Corporation.

Disclaimer. EXCEPT AS EXPRESSLY FOR THE WARRANTIES SET FORTH IN PARAGRAPH 24 OF THIS AGREEMENT SUBLEASE, THE AIRCRAFT AND THE PFIZER-MPP AGREEMENTEACH PART THEREOF IS BEING SUBLEASED HEREUNDER IN ITS "AS IS, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES WHERE IS" CONDITION, WITHOUT ANY REPRESENTATION, WARRANTY OR GUARANTEE OF ANY KINDKIND BEING MADE OR GIVEN BY SUBLESSOR, ITS DIRECTORS, SHAREHOLDERS, OFFICERS, AFFILIATES, PARTNERS, AGENTS, EMPLOYEES, ATTORNEYS AND ASSIGNS, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE (INCLUDING WITHOUT LIMITATION ANY STRICT LIABILITY IN TORT) AND SUBLESSOR DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR NATURE WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FITNESS. SUBLESSEE HEREBY WAIVES ANY CLAIM (INCLUDING, WITHOUT LIMITATION, INCIDENTAL OR CONSEQUENTIAL DAMAGE) OR EXPENSE CAUSED BY THE AIRCRAFT OR BY SUBLESSEE'S LOSS OF USE THEREOF FOR A PARTICULAR PURPOSEANY REASON WHATSOEVER, WITH RESPECT TO EXCEPT FOR ANY CLAIM ARISING OUT OF THE PATENTS WARRANTIES SET FORTH IN PARAGRAPH 24 HEREIN. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AND EXCEPT AS RESPECTS THE WARRANTIES OF PARAGRAPH 24, SUBLESSOR SHALL NOT BE LIABLE OR RESPONSIBLE FOR ANY LICENSE GRANTED BY MPP AND PFIZER (DEFECTS, EITHER PATENT OR LATENT IN THE PFIZER-MPP AGREEMENT) HEREUNDERAIRCRAFT, OR WITH RESPECT FOR ANY DIRECT OR INDIRECT DAMAGE TO THE COMPOUND, PRODUCT PERSONS OR LICENSED PRODUCTPROPERTY RESULTING THEREFROM, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S FOR SUBLESSEE'S LOSS OF USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT AIRCRAFT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE FOR ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF INTERRUPTION IN SUBLESSEE'S BUSINESS CAUSED BY SUBLESSEE'S INABILITY TO USE THE AIRCRAFT FOR ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYREASON WHATSOEVER.

Disclaimer. AEO DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY OTHER REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO BREITBURN, INCLUDING ANY STATEMENTS, REPRESENTATIONS, OPINIONS, INFORMATION OR ADVICE WHICH MAY HAVE BEEN PROVIDED AS AN ACCOMMODATION TO BREITBURN BY AN OFFICER, SHAREHOLDER, DIRECTOR, EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OF AEO, OR ANY ENGINEER OR ENGINEERING FIRM, OR ANY OTHER AGENT, CONSULTANT, OR REPRESENTATIVE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER THE DEED, OR THE ASSIGNMENT, AEO MAKES ABSOLUTELY NO REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED OR STATUTORY, AS TO (IN i) TITLE TO ANY OF THE PFIZER-MPP AGREEMENTSUBJECT PROPERTY; (ii) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES THE ABILITY OF ANY KINDCOMPONENT OF THE SUBJECT PROPERTY TO PRODUCE ANY HYDROCARBONS; (iii) THE AMOUNTS, QUALITY OR DELIVERABILITY OF HYDROCARBON RESERVES ATTRIBUTABLE TO THE SUBJECT PROPERTY, OR ANY PART THEREOF; (iv) GEOLOGICAL GEOPHYSICAL OR OTHER INTERPRETATION OF ANY ECONOMIC EVALUATION; (v) PRESENT OR FUTURE SALES PRICES, OPERATING COSTS, OR OTHER ECONOMIC FACTORS; (vi) THE CONDITION OR STATE OF REPAIR OF ANY WELL OR EQUIPMENT RELATING TO THE SUBJECT PROPERTY; AND (vii) THE ENVIRONMENTAL CONDITION OF THE SUBJECT PROPERTY. BREITBURN ACKNOWLEDGES AND AFFIRMS THAT IT HAS EXERCISED ITS RIGHT TO INSPECT THE SUBJECT PROPERTY AND EACH COMPONENT THEREOF; HAS SATISFIED ITSELF AS TO ITS PHYSICAL AND ENVIRONMENTAL CONDITIONS, BOTH SURFACE AND SUBSURFACE; AND FURTHER THAT BREITBURN HAS MADE ITS OWN INDEPENDENT INVESTIGATION, ANALYSIS AND EVALUATION OF THE SUBJECT PROPERTY, AND EACH COMPONENT THEREOF (INCLUDING BREITBURN’S OWN ESTIMATE AND APPRAISAL OF THE EXTENT AND VALUE OF THE PETROLEUM, NATURAL GAS AND OTHER HYDROCARBON RESERVES IF ANY RESPECTING EACH COMPONENT OF THE ASSET OR PROPERTY). THE PERSONAL PROPERTY (SURFACE AND SUBSURFACE) CONVEYED AS PART OF THE SUBJECT PROPERTY ARE SOLD HEREUNDER WITHOUT ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIEDIMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION REGARDING THE CONDITION OR STATE OF REPAIR OF ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSETHE EQUIPMENT COMPRISING PART OF THE ASSETS. THE FOREGOING DISCLAIMERS BY AEO SHALL NOT LIMIT ANY REPRESENTATION, WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDERWARRANTY, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING INDEMNITY ELSEWHERE PROVIDED IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT AGREEMENT, THE ASSIGNMENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYDEED.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT ARTICLE 3, SELLERS AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO COMPANY MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE SUBSIDIARY OR COMPANY, OR ANY OF THE COMPANY’S OR SUBSIDIARY’S ASSETS, LIABILITIES OR OPERATIONS, INCLUDING WITH REGARD RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE EXPRESSLY DISCLAIMED. PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT TO THE SAFETY EXTENT SPECIFICALLY SET FORTH IN ARTICLE 3, PURCHASER IS PURCHASING THE SHARES ON AN “AS-IS, WHERE-IS” BASIS. COMPANY, SUBSIDIARY AND SELLERS EXPRESSLY DISCLAIM ANY AND ALL LIABILITY AND RESPONSIBILITY OF AND ASSOCIATED WITH THE QUALITY, ACCURACY, COMPLETENESS OR EFFICACY MATERIALITY OF THE COMPOUNDDATA, PRODUCT INFORMATION AND MATERIALS, FURNISHED AT ANY TIME TO PURCHASER, ITS OFFICERS, AGENTS, EMPLOYEES OR LICENSED PRODUCT AFFILIATES IN CONNECTION WITH THE TRANSACTION CONTEMPLATED HEREIN. EXCEPT AS EXPRESSLY PROVIDED IN THIS ARTICLE 3, THE OIL AND IT SHALL BE GAS INTERESTS ARE “AS-IS, WHERE-IS,” AND WITH ALL FAULTS IN THEIR PRESENT CONDITION AND STATE OF REPAIR, WITHOUT RECOURSE, AND COMPANY AND SELLERS DISCLAIM ANY AND ALL REPRESENTATIONS CONCERNING THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OIL & GAS INTERESTS, EXPRESS, STATUTORY, IMPLIED OR EFFICACYOTHERWISE.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT (i) NEITHER CREATOR NOR ANY OF ITS AFFILIATES AND THEIR OFFICERS, DIRECTORS, MANAGER(S), EMPLOYEES, AGENTS, SHAREHOLDERS/MEMBERS MAKES ANY WARRANTY WHATSOEVER WITH RESPECT TO THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIEDNFTs, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES (A) WARRANTY OF MERCHANTABILITY OR MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. (ii) IN NO EVENT SHALL CREATOR OR ANY OF ITS AFFILIATES AND THEIR OFFICERS, DIRECTORS, MANAGER(S), EMPLOYEES, AGENTS, SHAREHOLDERS/MEMBERS BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, WHETHER UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY WHATSOEVER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, INTELLECTUAL PROPERTY INFRINGEMENT, PRICE DEPRECIATION, LEGAL OR REGULATORY ENFORCEMENT, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE, ARISING OUT OF THIS AGREEMENT, EVEN IF CREATOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (iii) THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. (iv) Sales hosted on Creator’s platform are not intended to be an offering or sale of securities, swaps on either securities or commodities or a financial instrument of any kind as may be determined by any law, rule, or regulation. Purchases and sales of NFTs may not be subject to the protections of any laws governing those types of financial instruments. This document and all other content, including without limitation on the Website, do not constitute a prospectus or offering document, and are not an offer to sell. (v) In the event that Creator deposits digital assets or NFTs into an incorrect address, Creator may not have the ability, and is under no obligation or duty but will use best efforts, to return such digital assets or NFTs to Owner. (vi) Creator does not give any advice or recommendation regarding NFTs, including, but not limited to, the suitability and/or appropriateness of, and investment strategies for, the purchase of the NFTs for financial investment purposes. Owner is solely responsible for determining the nature, potential value, suitability, and appropriateness of Owner’s involvement with the sales of the NFTs and any related use thereof for any purpose. The NFTs are not designed for investment purposes and Creator does not give any advice or recommendation that the NFTs are to be considered as a type of financial investment by any law, rule, or regulation. With respect to the commercial use of NFTs, Owner acknowledges and agrees that Creator makes no representation nor does Owner have any expectation that Owner shall achieve any targets, financial or otherwise, for anticipated commercialization thereof, and Owner further acknowledges that any such sales are not at all correlated with the sales or perceived value of any NFTs, including the SUPER BOONJI, and, furthermore, that any such increase in value or actual commercial activity involving of the NFTs are in no way related to the efforts of Creator in the operations of its business. With respect the sale of the NFTs or commercialization thereof, Owner acknowledges and agrees that it is not expecting to profit from the NFTs in any way based on any efforts by Creator or its affiliates. The purchase of an NFT is a non-reversible and non- refundable event. Creator shall have no obligation or liability for the secure custody or use of the NFT and any losses arising from such custody or use or solely the purchasers. (vii) Please note the following risks in accessing or using Creator: The price and liquidity of blockchain assets, including NFTs, are extremely volatile and may be subject to large fluctuations; fluctuations in the price of other digital assets could materially and adversely affect NFTs, which may also be subject to significant price volatility; legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of NFTs; NFTs are not legal tender and are not backed by the government; transactions in NFTs may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable; some transactions in NFTs shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time of the transaction; the value of NFTs may be derived from the continued willingness of market participants to exchange fiat currency or digital assets for NFTs, which may result in the potential for permanent and total loss of value of a particular NFT should the market for that NFT disappear; the nature of NFTs may lead to an increased risk of fraud or cyber-attack, and may mean that technological difficulties experienced by Creator may prevent the access to or use of the digital assets described herein and/ or any of Owner’s personal information; and changes to any third party sites may create a risk that Owner’s access to and use of Creator’s platform will suffer. (viii) IN ADDITION, YOU HEREBY ACKNOWLEDGE THAT CREATOR MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE PATENTS ECONOMIC VIABILITY OR FINANCIAL CONSIDERATIONS OF THE SALE OF THE NFTs OR THE COMMERCIALIZATION THEROF, AND, ACCORDINGLY, CREATOR SHALL NOT BE LIABLE TO YOU FOR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDER, ECONOMIC LOSS OR FAILURE TO REACH PROJECTED AND/OR ANTICIPATED SALES WITH RESPECT TO THE COMPOUNDTHERETO. (ix) Owner is solely responsible for determining the nature, PRODUCT OR LICENSED PRODUCTpotential value, OR ANY OTHER MATTERsuitability, and appropriateness of these risks respect to the NFTs (including the SUPER BOONJI) for itself. FURTHERMOREOwner is involving itself in the sale of NFTs as contemplated in this Agreement at Owner’s own risk; however, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(SOwner also acknowledges that this brief statement does not disclose all of the risks associated with NFTs and other digital assets. Creator will not be responsible for any communication failures, disruptions, errors, distortions or delays Owner may experience when using NFTs and/or engaging in the sale or other use thereof, however caused. (x) Owner hereby expressly waives and releases any and all claims, now known or hereafter known, against the Creator, its affiliates and their officers, directors, manager(s)’S USE OF THE PATENTS, LICENSED KNOW-HOWemployees, COMPOUNDagents, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTYshareholders/members (collectively, "Releasees"), related to the NFTs (including the SUPER BOONJI), whether arising out of the ordinary negligence of Creator or any Releasees or otherwise. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUNDOwner covenants not to make or bring any such claim against Creator or any other Releasee, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYand forever release and discharge Creator and all other Releasees from liability under such claims.

Disclaimer. EXCEPT AS (a) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT: (i) THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY EXPRESSLY SET FORTH IN Article IV HEREOF AND IN THE CERTIFICATE DELIVERED PURSUANT TO Section 7.02(d), ARE AND SHALL CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES TO PARENT AND COPPER IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, AND (ii) EXCEPT FOR THE PFIZERREPRESENTATIONS AND WARRANTIES REFERRED TO IN CLAUSE (i) ABOVE, NEITHER THE COMPANY, ITS SUBSIDIARIES NOR ANY NON-MPP RECOURSE PARTY HAS MADE OR IS MAKING ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, STATUTORY OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE BUSINESS OR THE ASSETS OF THE COMPANY AND ITS SUBSIDIARIES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, MPP EXCEPT FOR THE REPRESENTATIONS AND PFIZER (WARRANTIES EXPRESSLY SET FORTH IN Article IV HEREOF AND IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KINDCERTIFICATE DELIVERED PURSUANT TO Section 7.02(d), ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, OF ANY NATURE, INCLUDING WITHOUT LIMITATION WITH RESPECT TO ANY EXPRESS OR IMPLIED WARRANTIES REPRESENTATION OR WARRANTY AS TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE BUSINESS OR THE ASSETS OF THE COMPANY AND ITS SUBSIDIARIES, ARE HEREBY EXPRESSLY DISCLAIMED. PARENT AND COPPER REPRESENT, WARRANT, COVENANT AND AGREE, ON BEHALF OF THEMSELVES AND THEIR RESPECTIVE AFFILIATES, THAT IN DETERMINING TO ENTER INTO AND CONSUMMATE THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, THEY ARE NOT RELYING UPON ANY REPRESENTATION OR WARRANTY MADE OR PURPORTEDLY MADE BY OR ON BEHALF OF ANY PERSON, OTHER THAN THOSE EXPRESSLY MADE BY THE COMPANY AS SET FORTH IN Article IV HEREOF AND IN THE CERTIFICATES DELIVERED PURSUANT TO Section 7.02(d), AND THAT PARENT AND COPPER SHALL ACQUIRE THE COMPANY AND ITS SUBSIDIARIES AND THEIR RESPECTIVE ASSETS WITHOUT ANY REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR A ANY PARTICULAR PURPOSE, IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS AND “WITH ALL FAULTS”. (b) Without limiting the generality of the immediately preceding paragraph, it is understood and agreed by Parent and Copper, on behalf of themselves and their respective Affiliates, that any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations, including any memoranda and materials provided by the Company, any direct or indirect holder of Company Shares or any of their respective representatives, are not and shall not be deemed to be or to include representations or warranties, except to the extent explicitly set forth in Article IV hereof and in the certificate delivered pursuant to Section 7.02(d) as a representation and warranty by (and only by) the Company. (c) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT: (i) THE REPRESENTATIONS AND WARRANTIES OF PARENT AND COPPER EXPRESSLY SET FORTH IN Article V HEREOF AND IN THE CERTIFICATE DELIVERED PURSUANT TO Section 7.03(d), ARE AND SHALL CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES TO THE COMPANY IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, AND (ii) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES REFERRED TO IN CLAUSE (i) ABOVE, NEITHER PARENT, ITS SUBSIDIARIES NOR ANY PARENT NON-RECOURSE PARTY HAS MADE OR IS MAKING ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, STATUTORY OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO THE PATENTS ANY EXPRESS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO IMPLIED REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE AS TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE COMPOUNDBUSINESS OR THE ASSETS OF PARENT AND ITS SUBSIDIARIES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN EXCEPT FOR THE PATENTS REPRESENTATIONS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP WARRANTIES EXPRESSLY SET FORTH IN Article V HEREOF AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTYCERTIFICATE DELIVERED PURSUANT TO Section 7.03(d), ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, OF ANY NATURE, INCLUDING WITH REGARD RESPECT TO ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO THE SAFETY MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR EFFICACY FITNESS FOR ANY PARTICULAR PURPOSE OF THE COMPOUNDBUSINESS OR THE ASSETS OF PARENT AND ITS SUBSIDIARIES, PRODUCT ARE HEREBY EXPRESSLY DISCLAIMED. THE COMPANY REPRESENTS, WARRANTS, COVENANTS AND AGREES, ON BEHALF OF ITSELF AND ITS AFFILIATES, THAT IN DETERMINING TO ENTER INTO AND CONSUMMATE THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, THEY ARE NOT RELYING UPON ANY REPRESENTATION OR LICENSED PRODUCT WARRANTY MADE OR PURPORTEDLY MADE BY OR ON BEHALF OF ANY PERSON, OTHER THAN THOSE EXPRESSLY MADE BY PARENT AND IT COPPER AS SET FORTH IN Article V HEREOF AND IN THE CERTIFICATES DELIVERED PURSUANT TO Section 7.03(d), AND THAT ELIGIBLE HOLDERS SHALL BE ACQUIRE THE SOLE RESPONSIBILITY PARENT COMPANY STOCK AND THE RESPECTIVE ASSETS OF LICENSEE PARENT AND ITS SUBSIDIARIES REPRESENTED THEREBY WITHOUT ANY REPRESENTATION OR WARRANTY AS TO ENSURE SUCH SAFETY MERCHANTABILITY OR EFFICACYFITNESS FOR ANY PARTICULAR PURPOSE, IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS AND “WITH ALL FAULTS”. (d) Without limiting the generality of the immediately preceding paragraph, it is understood and agreed by the Company, on behalf of its and its Affiliates, that any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations, including any memoranda and materials provided by Parent, any direct or indirect holder of Parent Common Stock or any of their respective representatives, are not and shall not be deemed to be or to include representations or warranties, except to the extent explicitly set forth in Article V hereof and in the certificate delivered pursuant to Section 7.03(d) as a representation and warranty by (and only by) Parent and Copper. (e) Notwithstanding anything in Section 9.16 to the contrary, nothing in Section 9.16 shall limit the liability of any party, or restrict the right of any party hereto to bring or seek any recovery against any Person (including any Non-Recourse Party) in the case of its intentional fraud relating to the subject matter of any of the representations and warranties in Article IV or Article V, as applicable, of this Agreement.

Disclaimer. EXCEPT BUYER ACKNOWLEDGES THAT IT IS THE LESSEE AND SOLE OPERATOR OF THE AIRCRAFT AND AS EXPRESSLY SUCH THERE WILL BE NO TECHNICAL CONDITIONS TO CLOSE THIS TRANSACTION WHATSOEVER. THE AIRCRAFT IS BEING SOLD HEREUNDER ON A COMPLETELY "AS IS" "WHERE IS" AND "WITH ALL FAULTS" BASIS, SUBJECT TO THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT ARTICLE 4.1 HEREOF. SELLER'S EXPRESS WARRANTIES AND THE PFIZER-MPP AGREEMENT, MPP REPRESENTATIONS SET FORTH IN ARTICLE 4.1 HEREOF ARE EXCLUSIVE AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO LIEU OF ALL OTHER REPRESENTATIONS AND EXTENDS NO OR WARRANTIES OF ANY KINDWHATSOEVER BY SELLER, EXPRESS OR IMPLIEDIMPLIED OR ARISING BY OPERATION OF LAW OR IN EQUITY, INCLUDING WITHOUT LIMITATION AND SELLER HAS NOT MADE, AND BUYER HEREBY WAIVES, RELEASES, DISCLAIMS, AND RENOUNCES ALL EXPECTATION OF OR RELIANCE UPON, ANY EXPRESS REPRESENTATIONS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSEWHATSOEVER (OTHER THAN THOSE SET FORTH IN ARTICLE 4.1 HEREOF), WITH RESPECT TO THE PATENTS AIRCRAFT OR ANY LICENSE GRANTED PART THEREOF, INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS AND WARRANTIES AS TO THE AIRWORTHINESS, VALUE, CONDITION, DESIGN, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR USE OF THE AIRCRAFT, AND ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY ARISING FROM A COURSE OF PERFORMANCE OR DEALING OR USAGE OF TRADE). BUYER HEREBY WAIVES ANY AND ALL RIGHTS, CLAIMS, AND REMEDIES OF BUYER AGAINST SELLER, EXPRESS OR IMPLIED OR ARISING BY MPP AND PFIZER OPERATION OF LAW OR IN EQUITY, ARISING FROM ANY SUCH REPRESENTATION OR WARRANTY (OTHER THAN THOSE SET FORTH IN THE PFIZER-MPP AGREEMENT) HEREUNDERARTICLE 4.1 HEREOF), OR FOR ANY LIABILITY, CLAIM, OR REMEDY FOR LOSS OF OR DAMAGE TO THE AIRCRAFT, FOR LOSS OF USE, REVENUE, OR PROFIT WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCTAIRCRAFT, OR FOR ANY OTHER MATTER. FURTHERMOREINDIRECT, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT INCIDENTAL, CONSEQUENTIAL OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYPUNITIVE DAMAGES WHATSOEVER.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENTARTICLE XII HEREINAFTER, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION NEITHER CORIXA NOR VAXCEL MAKE ANY EXPRESS OR IMPLIED WARRANTIES WARRANTIES, STATUTORY OR OTHERWISE, CONCERNING THE TECHNOLOGY, THE CORIXA MATERIAL, THE PRODUCT OR ANY OTHER INFORMATION COMMUNICATED TO CORIXA BY VAXCEL OR TO VAXCEL BY CORIXA. SPECIFICALLY, BUT WITHOUT LIMITING THE FOREGOING, VAXCEL MAKES NO EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR MERCHANTABILITY, FITNESS (FOR A PARTICULAR PURPOSEPURPOSE OR OTHERWISE), WITH RESPECT TO QUALITY OR USEFULNESS OF THE TECHNOLOGY AND CORIXA MAKES NO EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS (FOR A PARTICULAR PURPOSE OR OTHERWISE), QUALITY OR USEFULNESS OF THE CORIXA MATERIAL OR THE PRODUCT. ALL PHYSICAL EMBODIMENTS OF THE TECHNOLOGY PROVIDED BY VAXCEL HEREUNDER AND ALL CORIXA MATERIALS PROVIDED BY CORIXA HEREUNDER ARE PROVIDED ON AN "AS IS" BASIS. VAXCEL DOES NOT WARRANT THE ACCURACY OF ANY INFORMATION INCLUDED WITHIN THE OPTIVAX INFORMATION NOR DOES VAXCEL WARRANT THAT ANY SUCH INFORMATION CONSTITUTES TRADE SECRETS OR CONFIDENTIAL INFORMATION OR THAT THE COPOLYMER PATENTS OR ANY LICENSE GRANTED WILL BE FREE FROM CLAIMS OF INFRINGEMENT BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, THIRD PARTIES OR ANY OTHER MATTERRIGHTS OF THIRD PARTIES. FURTHERMORESIMILARLY, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY CORIXA DOES NOT WARRANT THE ACCURACY OF ANY INFORMATION INCLUDED WITHIN THE CORIXA MATERIAL INFORMATION NOR DOES CORIXA WARRANT THAT ANY PATENT SUCH INFORMATION CONSTITUTES TRADE SECRETS OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE CONFIDENTIAL INFORMATION OR THAT THE MPP’S CORIXA MATERIAL PATENTS WILL BE FREE FROM CLAIMS OF INFRINGEMENT BY THIRD PARTIES OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYPARTIES.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP DocuSign Envelope ID: 91216EB2-F486-414B-B694-F90CEB5F065E AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACY.

Disclaimer. ANY ASSIGNMENT AND XXXX OF SALE EXECUTED PURSUANT HERETO SHALL BE EXECUTED WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION AS TO THE MERCHANTABILITY OF ANY OF THE XXXXX OR EQUIPMENT OR THEIR FITNESS FOR ANY PURPOSE, AND WITHOUT ANY OTHER EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION WHATSOEVER EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT SAID ASSIGNMENT AND XXXX OF SALE. IT IS UNDERSTOOD AND AGREED THAT BUYER SHALL HAVE INSPECTED THE PFIZER-MPP AGREEMENTPROPERTY AND PREMISES AND SATISFIED ITSELF AS TO THEIR PHYSICAL AND ENVIRONMENTAL CONDITION, MPP BOTH SURFACE AND PFIZER SUBSURFACE, AND THAT BUYER SHALL ACCEPT ALL OF THE SAME IN THEIR “AS IS, WHERE IS” CONDITION. IN ADDITION NEITHER, SELLER, NOR SELLER’S REPRESENTATIVE (IN THE PFIZER-MPP AGREEMENT) SUMMIT PETROLEUM LLC), MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KINDWARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT AS TO THE PATENTS ACCURACY OR COMPLETENESS OF ANY LICENSE GRANTED BY MPP AND PFIZER (DATA, INFORMATION OR MATERIALS HERETOFORE OR HEREAFTER FURNISHED BUYER IN CONNECTION WITH THE PFIZER-MPP AGREEMENT) HEREUNDERPROPERTIES, OR WITH RESPECT AS TO THE COMPOUNDQUALITY OR QUANTITY OF HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE PROPERTIES OR THE ABILITY OF THE PROPERTIES TO PRODUCE HYDROCARBONS. ANY AND ALL SUCH DATA, PRODUCT OR LICENSED PRODUCT, OR ANY INFORMATION AND OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED MATERIALS FURNISHED BY SELLER AND SELLER’S REPRESENTATIVE IS PROVIDED BUYER AS A WARRANTY THAT CONVENIENCE AND ANY PATENT RELIANCE ON OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTSSAME SHALL BE AT BUYER’S SOLE RISK. BUYER EXPRESSLY WAIVES THE PROVISIONS OF CHAPTER XVII, LICENSED KNOW-HOWSUBCHAPTER E, COMPOUNDSECTIONS 17.41 THROUGH 17.63, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS INCLUSIVE (OTHER THAN SECTION 17.555, WHICH IS NOT WAIVED), VERNON’S TEXAS CODE ANNOTATED BUSINESS AND COMMERCE CODE (THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACY“DECEPTIVE TRADE PRACTICES ACT”).

Disclaimer. ‌ EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-SHIONOGI- MPP AGREEMENT, MPP AND PFIZER (SHIONOGI ( IN THE PFIZERSHIONOGI-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER SHIONOGI (IN THE PFIZER-SHIONOGI- MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT COMPOUND OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S ' S OR LICENSEE(S)’S LICENSEE( S) ' S USE OF THE PATENTS, LICENSED KNOW-KNOW- HOW, COMPOUND, PRODUCT COMPOUND OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER SHIONOGI (IN THE PFIZERSHIONOGI-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S 'S USE OF THE COMPOUND, PRODUCT COMPOUND OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER SHIONOGI OR ITS AFFILIATES. MPP AND PFIZER SHIONOGI (IN THE PFIZERSHIONOGI-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT COMPOUND OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACY.

Disclaimer. 5.1 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AGREEMENT, INVESTOR IS ACQUIRING THE INVESTOR INTEREST, AND THE PFIZER-MPP CORRESPONDING SHARE OF WWP SPONSOR’S EXISTING UNDERLYING INTEREST, IN THE OFFICE PROPERTY, THE AMENITIES PROPERTY AND THE AMENITIES MEMBERSHIP INTERESTS IN THEIR "AS IS" CONDITION ON THE CLOSING DATE, SUBJECT TO ALL LATENT AND PATENT DEFECTS (WHETHER PHYSICAL, FINANCIAL OR LEGAL, INCLUDING PERMITTED TITLE DEFECTS), BASED SOLELY ON INVESTOR'S OWN INSPECTION, ANALYSIS AND EVALUATION THEREOF. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, MPP AND PFIZER (INVESTOR ACKNOWLEDGES THAT IT IS NOT RELYING ON ANY STATEMENT OR REPRESENTATION THAT HAS BEEN MADE OR THAT IN THE PFIZER-MPP FUTURE MAY BE MADE BY WWP SPONSOR OR ANY WWP SPONSOR PARTY CONCERNING THE CONDITION OF THE OFFICE PROPERTY, THE AMENITIES PROPERTY OR THE AMENITIES MEMBERSHIP INTERESTS, WHETHER RELATING TO PHYSICAL CONDITIONS, OPERATION, PERFORMANCE, TITLE, OR LEGAL MATTERS. 5.2 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT) MAKES NO REPRESENTATIONS , INVESTOR HEREBY WAIVES, RELEASES AND EXTENDS NO WARRANTIES FOREVER DISCHARGES WWP SPONSOR AND THE WWP SPONSOR PARTIES FROM ANY AND ALL CAUSES OF ACTION, CLAIMS, ASSESSMENTS, LOSSES, DAMAGES (COMPENSATORY, PUNITIVE OR OTHER), LIABILITIES, OBLIGATIONS, REIMBURSEMENTS, COSTS AND EXPENSES OF ANY KINDKIND OR NATURE, EXPRESS ACTUAL, CONTINGENT, PRESENT, FUTURE, KNOWN OR IMPLIEDUNKNOWN, SUSPECTED OR UNSUSPECTED, INCLUDING, WITHOUT LIMITATION, INTEREST, PENALTIES, FINES, AND ATTORNEYS’ AND EXPERTS’ FEES AND EXPENSES, WHETHER CAUSED BY, ARISING FROM, OR PREMISED, IN WHOLE OR IN PART, UPON A WWP SPONSOR PARTY’S ACTS OR OMISSIONS, AND NOTWITHSTANDING THAT SUCH ACTS OR OMISSIONS ARE NEGLIGENT OR INTENTIONAL, OR PREMISED IN WHOLE OR IN PART ON ANY THEORY OF STRICT OR ABSOLUTE LIABILITY, WHICH INVESTOR, ITS SUCCESSORS OR ASSIGNS MAY HAVE OR INCUR IN ANY MANNER OR WAY CONNECTED WITH, ARISING FROM, OR RELATED TO THE OFFICE PROPERTY, THE AMENITIES PROPERTY OR THE AMENITIES MEMBERSHIP INTERESTS, INCLUDING WITHOUT LIMITATION ANY EXPRESS (I) THE ENVIRONMENTAL CONDITION OF THE REAL PROPERTY, THE PRESENCE OF HAZARDOUS MATERIALS ON, ABOVE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO BENEATH THE PATENTS REAL PROPERTY (OR ANY LICENSE GRANTED BY MPP PARCEL IN PROXIMITY THERETO) OR IN ANY WATER ON OR UNDER THE REAL PROPERTY OR (II) ACTUAL OR ALLEGED VIOLATIONS OF ENVIRONMENTAL LAWS AND/OR ANY REAL PROPERTY CONDITIONS. INVESTOR AGREES, REPRESENTS AND PFIZER (WARRANTS THAT THE MATTERS RELEASED HEREIN ARE NOT LIMITED TO MATTERS WHICH ARE KNOWN, DISCLOSED, SUSPECTED OR FORESEEABLE, AND INVESTOR HEREBY WAIVES ANY AND ALL RIGHTS AND BENEFITS WHICH IT NOW HAS, OR IN THE PFIZER-MPP AGREEMENT) HEREUNDERFUTURE MAY HAVE, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE CONFERRED UPON INVESTOR BY VIRTUE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS PROVISIONS OF ANY THIRD PARTYLAW WHICH WOULD LIMIT OR DETRACT FROM THE FOREGOING GENERAL RELEASE OF KNOWN AND UNKNOWN CLAIMS. (a) Investor shall have the right, in its sole and absolute discretion, and at its sole cost and expense, to cause (i) that certain Phase I Environmental Site Assessment dated January 31, 2013 and prepared by EMG and (ii) that certain Property Condition Report dated February 17, 2013 and prepared by EMG (collectively, the “Reports”), which Reports were previously prepared for the benefit of Lender with respect to the Real Property to be updated (the “Updated Reports”), and for reliance letters to be issued to Office Owner, Amenities Owner and Investor (collectively, the “Reliance Letters”). MPP AND PFIZER WWP Sponsor hereby waives any conflict of interest or proprietary rights with respect to such Reports, and shall reasonably cooperate with Investor to cause the Updated Reports to be prepared in a timely manner, at Investor’s expense, between the Effective Date and the Closing Date. (IN THE PFIZER-MPP AGREEMENTb) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(SIn the event any of the Updated Reports identify or there shall occur between the Effective Date and the original Scheduled Closing Date (i) any material and adverse change in the physical condition of the Property or (ii) the presence of Hazardous Materials on, at, under, in or emanating from the Real Property in violation of Applicable Law, and which matters were not included in the Reports, and in either such event, the same causes a Material Adverse Effect (which, for the purposes hereof, shall mean that same shall have a total cost to remediate in excess of $15,000,000.00)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS which is not addressed in the Approved Budget that is in existence as of the Effective Date, then Investor shall have the right to terminate this Agreement by written notice to WWP Sponsor (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW“Physical Termination Notice”) OF PFIZER OR ITS AFFILIATESwithin two (2) Business Days of obtaining knowledge of such Material Adverse Effect. MPP AND PFIZER If Investor fails to timely deliver the Physical Termination Notice, Investor shall be deemed to have waived its termination right under this Section 5.3(b). Upon termination of this Agreement in accordance with this Section 5.3(b), Investor shall thereafter receive a refund of the Deposit, unless WWP Sponsor delivers written notice to Investor that WWP Sponsor shall agree to either (IN THE PFIZER-MPP AGREEMENT1) ALSO DO NOT GIVE ANY WARRANTYcause Office Owner or Amenities Owner (as the case may be), EXPRESS OR IMPLIEDat WWP Sponsor’s sole cost and expense, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUNDand for the account of WWP Holdings in connection with its interests under the LLC Agreement, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYto remediate such Material Adverse Conditions giving rise to Investor’s right to terminate this Agreement pursuant to this Section, or (2) agree to provide a credit to Investor at Closing in the amount set forth in the Updated Reports (or if no amount is stated in the Updated Reports, as reasonably determined by the engineer or consultant that prepared the Updated Report in question) which is sufficient to allow WWP Holdings to fully remediate the adverse conditions.

Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR ANY WARRANTY AS TO THE VALIDITY OF ANY PATENTS OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF LICENSES GRANTED HEREIN ARE MADE “AS IS, WHERE IS” WITH ALL FAULTS. ANY KINDINFORMATION PROVIDED BY LICENSOR OR ITS AFFILIATES TO LICENSEE IS OR HAS BEEN MADE AVAILABLE ON AN “AS IS” BASIS WITHOUT WARRANTY WITH RESPECT TO COMPLETENESS, EXPRESS COMPLIANCE WITH REGULATORY STANDARDS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY REGULATIONS OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, PURPOSE OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A KIND OF WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY . IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY LOSSES IN EXCESS OF THE COMPOUNDUPFRONT PAYMENT SET FORTH IN SECTION 4.1 FOR ANY BREACH OF ITS REPRESENTATIONS OR WARRANTIES HEREUNDER; PROVIDED, PRODUCT OR LICENSED PRODUCT AND IT FOR CLARITY, THE FOREGOING SHALL BE NOT LIMIT THE SOLE RESPONSIBILITY AMOUNT REIMBURSABLE BY LICENSOR FOR A BREACH BY LICENSOR OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYSECTION 4.4.7.

Disclaimer. (i) EXCEPT AS EXPRESSLY SET FORTH PROVIDED IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP THE AOL PROPERTIES, AOL SOFTWARE, AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO AOL CONTENT ARE PROVIDED "AS IS" AND AOL HEREBY DISCLAIMS ALL REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KINDOR WARRANTIES, EXPRESS OR IMPLIED, REGARDING AOL PROPERTIES, AOL SOFTWARE, AOL BRAND FEATURES, AND AOL CONTENT, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES WARRANTY OF MERCHANTABILITY MERCHANTABILITY, TITLE, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSEPURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. EXCEPT AS PROVIDED IN THIS AGREEMENT, WITH RESPECT AOL DOES NOT MAKE ANY WARRANTY THAT THE AOL SOFTWARE, AOL PROPERTIES AND/OR THE AOL CONTENT WILL MEET USERS' REQUIREMENTS, THAT AVAILABILITY AND FUNCTIONALITY OF SUCH WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES EITHER PARTY MAKE ANY WARRANTY AS TO THE PATENTS OR RESULTS, ACCURACY, AND RELIABILITY OF ANY LICENSE GRANTED BY MPP AND PFIZER (IN INFORMATION THAT MAY BE OBTAINED FROM THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTSAOL SOFTWARE, LICENSED KNOW-HOW, COMPOUND, PRODUCT AOL PROPERTIES AND/OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE THE AOL CONTENT. THE PARTIES ACKNOWLEDGE THAT ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS USE OF ANY THIRD PARTY. MPP DATA OBTAINED BY USERS THROUGH THE AOL SOFTWARE, AOL PROPERTIES AND/OR AOL CONTENT IS AT USERS' OWN DISCRETION AND PFIZER RISK, AND THAT USERS WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE RESULTING FROM USE THEREOF AND THE PARTIES AGREE TO NOTIFY USERS OF SAME. (ii) EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OMNISKY SERVICE AND CUSTOMIZED SERVICE ARE PROVIDED "AS IS" AND OMNISKY HEREBY DISCLAIMS ALL REPRESENTATIONS OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTYWARRANTIES, EXPRESS OR IMPLIED, WITH REGARD REGARDING THE OMNISKY SERVICE AND THE CUSTOMIZED SERVICE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. EXCEPT AS PROVIDED IN THIS AGREEMENT, OMNISKY DOES NOT MAKE ANY WARRANTY THAT THE OMNISKY SERVICE AND THE CUSTOMIZED SERVICE WILL MEET USERS' REQUIREMENTS, THAT THE AVAILABILITY AND FUNCTIONALITY OF SUCH WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES EITHER PARTY MAKE ANY WARRANTY AS TO THE SAFETY OR EFFICACY RESULTS, ACCURACY, AND RELIABILITY OF ANY INFORMATION THAT MAY BE OBTAINED FROM THE USE OF THE COMPOUNDOMNISKY SERVICE AND THE CUSTOMIZED SERVICE. THE PARTIES ACKNOWLEDGE THAT ANY USE OF ANY DATA OBTAINED BY USERS THROUGH THE OMNISKY SERVICE AND THE CUSTOMIZED SERVICE IS AT USERS' OWN DISCRETION AND RISK, PRODUCT OR LICENSED PRODUCT AND IT SHALL THAT USERS WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE RESULTING FROM USE THEREOF AND THE SOLE RESPONSIBILITY PARTIES AGREE TO NOTIFY USERS OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYSAME.

Disclaimer. EXCEPT AS SET FORTH IN THIS AGREEMENT, SELLERS WILL CONVEY TO BUYER THE INTERESTS WITHOUT ANY EXPRESS, STATUTORY, OR IMPLIED WARRANTY OR REPRESENTATION OF ANY KIND FROM SELLERS, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES, INCLUDING WARRANTIES OR REPRESENTATIONS RELATING TO (I) THE COMPANY, (II) TITLE OF THE COMPANY IN AND TO THE TREATING ASSETS OR ASSIGNED ASSETS, (III) THE CONDITION OF THE TREATING ASSETS OR ASSIGNED ASSETS, (IV) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY OF THE TREATING ASSETS OR ASSIGNED ASSETS, (V) ANY IMPLIED OR EXPRESS WARRANTY OF THE FITNESS OF THE TREATING ASSETS OR ASSIGNED ASSETS FOR A PARTICULAR PURPOSE, (VI) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (VII) ANY AND ALL OTHER IMPLIED WARRANTIES EXISTING UNDER APPLICABLE LAW NOW OR HEREAFTER IN EFFECT, (VIII) THE ACCURACY OR COMPLETENESS OF ANY INFORMATION FURNISHED TO BUYER BY THE COMPANY OR SELLERS OR XXXXXXX, XXXXX & CO., INCLUDING ANY INFORMATION IN ANY “DATA ROOM” OR “VIRTUAL DATA ROOM,” OR (IX) ANY IMPLIED OR EXPRESS WARRANTY REGARDING COMPLIANCE WITH ANY APPLICABLE ENVIRONMENTAL LAWS, THE RELEASE OF MATERIALS INTO THE ENVIRONMENT, OR PROTECTION OF THE ENVIRONMENT OR HEALTH. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP IN PURCHASING THE INTERESTS BUYER ACCEPTS THE TREATING ASSETS AND PFIZER (ASSIGNED ASSETS “AS IS,” “WHERE IS,” AND “WITH ALL FAULTS” AND IN THEIR PRESENT CONDITION AND STATE OF REPAIR. WITHOUT LIMITING THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES GENERALITY OF ANY KINDTHE FOREGOING, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING EXCEPT AS SET FORTH IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT AGREEMENT, NEITHER SELLERS NOR THE COMPANY MAKE ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE AS TO (A) THE PHYSICAL, OPERATING, REGULATORY COMPLIANCE, SAFETY, OR ENVIRONMENTAL CONDITION OF THE COMPOUNDTREATING ASSETS OR ASSIGNED ASSETS OR (B) THE ACCURACY, PRODUCT COMPLETENESS, OR LICENSED PRODUCT WILL NOT INFRINGE MATERIALITY OF ANY PATENT RIGHTS DATA, INFORMATION, OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN RECORDS FURNISHED TO BUYER IN CONNECTION WITH THE PATENTS COMPANY OR THE TREATING ASSETS OR ASSIGNED ASSETS. BUYER ACKNOWLEDGES AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD AGREES TO THE SAFETY OR EFFICACY OF FOREGOING AND THAT THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYFOREGOING DISCLAIMER IS “CONSPICUOUS.”

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KINDSUPPLIER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR TITLE, NONINFRINGEMENT, AND IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SUPPLIER OR ELSEWHERE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. THE SOLUTION AND ANY THIRD PARTY TECHNOLOGY ARE MADE AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SUPPLIER, ITS LICENSORS, AND SUPPLIERS MAKE NO WARRANTY, REPRESENTATION, OR GUARANTY: (1) AS TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDERCONTENT, SEQUENCE, ACCURACY, TIMELINESS, RELEVANCE, OR WITH RESPECT COMPLETENESS OF ANY CONTENT; (2) AS TO ANY INFORMATION OFFERED OR PROVIDED WITHIN OR THROUGH THE COMPOUNDSOLUTION; OR (3) THAT THE SOLUTION MAY BE RELIED UPON FOR ANY REASON, PRODUCT WILL BE UNINTERRUPTED OR LICENSED PRODUCTERROR FREE, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT DEFECTS CAN OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S WILL BE CORRECTED. FURTHER, YOUR USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF SOLUTION AND ANY THIRD PARTYPARTY TECHNOLOGY IS AT YOUR OWN RISK. MPP AND PFIZER (IN SUPPLIER DOES NOT WARRANT THAT THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION SOLUTION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT THIRD PARTY TECHNOLOGY WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATESMEET YOUR SPECIFIC REQUIREMENTS. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY EXTENT THAT SUPPLIER MAY NOT DISCLAIM ANY WARRANTY AS A MATTER OF APPLICABLE LAW, THE COMPOUND, PRODUCT OR LICENSED PRODUCT SCOPE AND IT SHALL DURATION OF SUCH WARRANTY WILL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE MINIMUM PERMITTED UNDER SUCH SAFETY OR EFFICACYLAW.

Disclaimer. EXCEPT NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN ANY OTHER DOCUMENT OR AGREEMENT BETWEEN THE PARTIES, THE PRODUCT IS PROVIDED AS EXPRESSLY SET FORTH IN THIS AGREEMENT IS, WHERE IS, AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) AGENCYZOOM MAKES NO REPRESENTATIONS WARRANTY, AND EXTENDS NO WARRANTIES OF ANY KINDHEREBY DISCLAIMS ALL WARRANTIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION BUT NOT LIMITED TO ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AVAILABILITY, SUITABILITY, ACCURACY OR COMPLIANCE WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDERAPPLICABLE LAW, REGULATION, OR WITH RESPECT INDUSTRY CUSTOM OR STANDARD, AND AGENCYZOOM DOES NOT WARRANT THAT ACCESS TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTSPRODUCT WILL BE UNINTERRUPTED OR ERROR FREE. IN THE EVENT OF ANY INTERRUPTION, LICENSED KNOW-HOWAGENCYZOOM'S SOLE OBLIGATION SHALL BE TO MAKE COMMERCIALLY REASONABLE EFFORTS TO ATTEMPT TO RESTORE ACCESS TO THE PRODUCT OR, COMPOUNDIN ITS SOLE DISCRETION, TERMINATE THE AGREEMENT IN WHOLE OR IN PART WITHOUT FURTHER OBLIGATION. AGENT ACKNOWLEDGES AND AGREES THAT IT HAS NOT ENTERED INTO THIS AGREEMENT ON THE BASIS OF ANY REPRESENTATIONS OR PROMISES NOT EXPRESSLY CONTAINED HEREIN. WITHOUT LIMITING THE FORGOING, AGENCYZOOM MAKES NO REPRESENTATIONS OR WARRANTIES AND ASSUMES NO LIABILITY FOR (i) RESULTS OF THE PRODUCT, (ii) MATERIALS OR INFORMATION PROVIDED BY AGENCYZOOM OR GENERATED THROUGH OR WITH THE PRODUCT, INCLUDING WITHOUT LIMITATION, TEMPLATE FORMS, DISCOUNT AVAILABILITY OR AMOUNT, CUSTOMER DATA, RETENTION DATA, OR SALES DATA, OR (iii) THE PRODUCT'S SUITABILITY OR UNSUITABILITY FOR A PARTICULAR USE OR ENVIRONMENT, INCLUDING WITHOUT LIMITATION FOR USE WITHIN THE INSURANCE INDUSTRY. AGENCYZOOM'S DISCLAIMER OF WARRANTIES AS SET FORTH IN THIS PARAGRAPH SHALL NOT BE DIMINISHED OR AFFECTED BY AND NO OBLIGATION OR LIABILITY SHALL ARISE OR GROW OUT OF AGENCYZOOM'S RENDERING OF ADVICE, TECHNICAL OR OTHERWISE, OR SERVICE IN CONNECTION WITH ANY PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE SERVICE FURNISHED UNDER THIS AGREEMENT. AGENCYZOOM SHALL HAVE NO OBLIGATION TO INDEMNIFY AGENT OR ANY PATENT RIGHTS THIRD PARTY AGAINST ANY CLAIM, DAMAGE, LIABILITY OR OTHER INTELLECTUAL PROPERTY RIGHTS LOSS INCLUDING WITHOUT LIMITATION INFRINGEMENT OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION PATENT, TRADEMARK, OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYCOPYRIGHT.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH THE LESSEE ACKNOWLEDGES AND AGREES THAT: (a) THE EQUIPMENT HAS BEEN SELECTED BY THE LESSEE (AND NOT THE LESSOR) IN ACCORDANCE WITH THE TERMS OF THE NORTEL SUPPLY CONTRACT FOR ACQUISITION BY THE LESSOR UNDER THE INSTALMENT SALE AGREEMENT AND LEASING BY THE LESSEE FROM THE LESSOR UNDER THIS MASTER AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP LESSOR HAS NOT BEEN AND PFIZER (WILL NOT BE INVOLVED IN THE PFIZER-MPP AGREEMENTDESIGN, MANUFACTURE, CONSTRUCTION OR INSTALLATION OF THE EQUIPMENT; (b) MAKES THE LESSEE IS LEASING EACH ITEM OF THE EQUIPMENT IN AN "AS IS, WHERE IS" CONDITION, WITH ALL FAULTS AND SUBJECT TO ALL SECURITY INTERESTS AND DEBTS (OTHER THAN LESSOR SECURITY INTERESTS) AS AT THE COMMENCEMENT DATE FOR THAT EQUIPMENT AND DELIVERY OF A NETWORK ACCEPTANCE CERTIFICATE FOR THAT EQUIPMENT WILL BE CONCLUSIVE PROOF, AS BETWEEN THE PARTIES, THAT THE LESSEE'S DULY AUTHORISED TECHNICAL EXPERTS HAVE HAD FULL OPPORTUNITY TO INSPECT THE ITEM AND THAT THE ITEM IS IN GOOD WORKING ORDER AND REPAIR, COMPLETE, OF SATISFACTORY QUALITY, FIT FOR ANY PURPOSE FOR WHICH IT MAY BE INTENDED OR REQUIRED, WITHOUT DEFECT (WHETHER IN CONDITION, DESIGN OR OTHERWISE AND WHETHER OR NOT DISCOVERABLE AS AT THE COMMENCEMENT DATE FOR THAT EQUIPMENT) AND IN EVERY WAY SATISFACTORY TO THE LESSEE (ALL OF THE FOREGOING, HOWEVER, BEING STATED FOR THE LESSOR'S BENEFIT ONLY WITHOUT PREJUDICE TO THE LESSEE'S RIGHTS AND REMEDIES AGAINST THE SELLER); (c) SUBJECT TO CLAUSE 2.2 (QUIET ENJOYMENT), NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KINDREPRESENTATION, EXPRESS WARRANTY, TERM OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY CONDITION (EXPRESS OR IMPLIED WARRANTIES AND WHETHER STATUTORY OR OTHERWISE) HAS BEEN OR IS GIVEN BY OR ON BEHALF OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR LESSOR NOR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS LESSOR RISK PARTY (OTHER THAN THE PATENTS SELLER IN ITS CAPACITY AS SUPPLIER OF THE EQUIPMENT PURSUANT TO THE NORTEL SUPPLY CONTRACT) AND LICENSED KNOW-HOWTHE LESSOR (ON BEHALF OF ITSELF AND EACH SUCH LESSOR RISK PARTY) HEREBY DISCLAIMS ANY REPRESENTATION, WARRANTY, TERM OR CONDITION WHATSOEVER, IN RELATION TO THE EQUIPMENT INCLUDING AS TO TITLE, DESCRIPTION, VALUE, CONDITION, DESIGN, CAPACITY, QUALITY, DURABILITY, OPERATION, PERFORMANCE, FITNESS OR SUITABILITY OR ELIGIBILITY FOR ANY PARTICULAR USE OR PURPOSE, AS TO THE ABSENCE OF DEFECTS (WHETHER OR NOT DISCOVERABLE) OR ANY INFRINGEMENT OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHTS OF ANY PERSONS, ALL OF WHICH REPRESENTATIONS, WARRANTIES, TERMS AND CONDITIONS ARE HEREBY EXCLUDED; (d) THE LESSOR WILL HAVE NO LIABILITY TO THE LESSEE AND THE LESSEE WILL HAVE NO RIGHT, CLAIM OR REMEDY OF ANY KIND AGAINST THE LESSOR, IN EACH CASE, HOWSOEVER AND WHERESOEVER ARISING, WHETHER IN CONTRACT, TORT OR OTHERWISE, IN RESPECT OF ANY LOSSES (INCLUDING CONSEQUENTIAL AND INDIRECT LOSSES AND LOSS OF PROFIT, SPECIAL DAMAGES OR ANY DAMAGES/LOSSES ARISING FROM OR ATTRIBUTABLE TO FAILURE TO REALISE EXPECTED SAVINGS, LOSS OF DATA, CAPITAL DOWNTIME COSTS, LOSS OF USE, LOSS OF GOODWILL OR LOSS OF ANTICIPATED OR ACTUAL REVENUE) ARISING AS A DIRECT OR INDIRECT RESULT OF ANY LOSS OF OR DAMAGE (INCLUDING DEATH, INJURY AND DISEASE) TO OR ANY UNAVAILABILITY (WHETHER INITIALLY OR FOR ANY PERIOD) OF PFIZER THE EQUIPMENT OR ANY OTHER ASSETS OR ANY PERSONS IRRESPECTIVE OF WHETHER SUCH LOSS, DAMAGE OR UNAVAILABILITY SHALL ARISE FROM ANY ACT OR OMISSION OF THE LESSOR OR ANY PERSON ACTING ON ITS AFFILIATES. MPP BEHALF (INCLUDING THE NEGLIGENCE OF THE LESSOR OR ANY SUCH PERSON); (e) THE DESCRIPTION OF THE EQUIPMENT CONTAINED IN ANY OF THE TRANSACTION DOCUMENTS IS FOR IDENTIFICATION PURPOSES ONLY; (f) SUBJECT TO THE EXPRESS TERMS OF THIS AGREEMENT AND PFIZER SAVE FOR DULY AUTHORISED EMPLOYEES OF THE LESSOR, NO PERSON (IN INCLUDING ANY DEALER OR SUPPLIER OR ANY PERSON THROUGH WHOM THE PFIZER-MPP AGREEMENTTRANSACTIONS CONTEMPLATED BY THE TRANSACTION DOCUMENTS MAY HAVE BEEN INTRODUCED, NEGOTIATED OR CONDUCTED) ALSO DO NOT GIVE HAS ANY WARRANTY, AUTHORITY (EXPRESS OR IMPLIED) TO ACT AS THE LESSOR'S AGENT OR TO MAKE ANY STATEMENT, WITH REGARD TO THE SAFETY REPRESENTATION OR EFFICACY WARRANTY ON BEHALF OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYLESSOR.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN SELLER WILL CONVEY TO BUYER THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES INTEREST WITHOUT ANY EXPRESS, STATUTORY, OR IMPLIED WARRANTY OR REPRESENTATION OF ANY KIND, EXPRESS KIND FROM SELLER OR IMPLIEDANY OF ITS AFFILIATES, INCLUDING WITHOUT LIMITATION WARRANTIES OR REPRESENTATIONS RELATING TO (I) THE PARTNERSHIP, (II) TITLE OF THE PARTNERSHIP IN AND TO ITS PROPERTIES AND OTHER ASSETS (THE “PARTNERSHIP PROPERTIES”), (III) THE CONDITION OF THE PARTNERSHIP PROPERTIES, (IV) ANY IMPLIED OR EXPRESS OR IMPLIED WARRANTIES WARRANTY OF MERCHANTABILITY OF THE PARTNERSHIP PROPERTIES, (V) ANY IMPLIED OR EXPRESS WARRANTY OF THE FITNESS OF THE PARTNERSHIP PROPERTIES FOR A PARTICULAR PURPOSE, WITH RESPECT (VI) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO THE PATENTS MODELS OR SAMPLES OF MATERIALS, (VII) ANY LICENSE GRANTED BY MPP AND PFIZER (ALL OTHER IMPLIED WARRANTIES EXISTING UNDER APPLICABLE LAW NOW OR HEREAFTER IN THE PFIZER-MPP AGREEMENT) HEREUNDEREFFECT, OR (VIII) ANY IMPLIED OR EXPRESS WARRANTY REGARDING COMPLIANCE WITH RESPECT TO ANY APPLICABLE ENVIRONMENTAL LAWS, THE COMPOUND, PRODUCT OR LICENSED PRODUCTRELEASE OF MATERIALS INTO THE ENVIRONMENT, OR ANY OTHER MATTERPROTECTION OF THE ENVIRONMENT OR HEALTH. FURTHERMORE, NOTHING EXCEPT AS SET FORTH IN THIS AGREEMENT SHALL BE CONSTRUED AGREEMENT, IN PURCHASING THE INTEREST BUYER ACCEPTS THE PARTNERSHIP PROPERTIES “AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IS,” “WHERE IS,” AND “WITH ALL FAULTS” AND IN THEIR PRESENT CONDITION AND STATE OF REPAIR. WITHOUT LIMITING THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE GENERALITY OF THE PATENTSFOREGOING, LICENSED KNOW-HOWEXCEPT AS SET FORTH IN THIS AGREEMENT, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE SELLER MAKES NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE AS TO (A) THE AMOUNT, VALUE, QUALITY, QUANTITY, VOLUME, OR DELIVERABILITY OF ANY OIL, GAS, OR OTHER MINERALS OR RESERVES IN, UNDER, OR ATTRIBUTABLE TO THE PARTNERSHIP PROPERTIES, (B) THE PHYSICAL, OPERATING, REGULATORY COMPLIANCE, SAFETY, OR ENVIRONMENTAL CONDITION OF THE COMPOUNDPARTNERSHIP PROPERTIES, PRODUCT (C) THE GEOLOGICAL OR LICENSED PRODUCT WILL ENGINEERING CONDITION OF THE PARTNERSHIP PROPERTIES OR ANY VALUE THEREOF OR (D) THE ACCURACY, COMPLETENESS, OR MATERIALITY OF ANY DATA, INFORMATION, OR RECORDS FURNISHED TO BUYER BY SELLER IN CONNECTION WITH THE PARTNERSHIP OR THE PARTNERSHIP PROPERTIES. BUYER EXPRESSLY ACKNOWLEDGES AND AGREES THAT (X) SELLER IS A LIMITED PARTNER OF THE PARTNERSHIP; (Y) AS A LIMITED PARTNER, SELLER IS GENERALLY A “PASSIVE” INVESTOR AND IS NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (INVOLVED IN THE PFIZERDAY-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY TO-DAY OPERATIONS OF THE COMPOUNDPARTNERSHIP AND DOES NOT HAVE CONTROL OVER OR IMMEDIATE ACCESS TO PARTNERSHIP BOOKS, PRODUCT RECORDS AND OTHER DATA OR LICENSED PRODUCT INFORMATION; AND IT SHALL BE (Z) THAT AN AFFILIATE OF BUYER IS THE SOLE RESPONSIBILITY GENERAL PARTNER OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYTHE PARTNERSHIP AND, IN THAT CAPACITY, HAS BEEN PRIMARILY RESPONSIBLE FOR THE CONDUCT BY THE PARTNERSHIP OF ITS BUSINESS AND OPERATIONS SINCE INCEPTION. BUYER AGREES THAT THE FOREGOING DISCLAIMER IS “CONSPICUOUS.”

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND HEREIN, TO THE PFIZER-MPP AGREEMENTFULLEST EXTENT PERMITTED BY APPLICABLE LAW, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) AURORA MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KINDREPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITH RESPECT TO ANY THIRD PARTY PRODUCT PROVIDED HEREIN, AND NO WARRANTY IMPLIED AT LAW SHALL ARISE FROM THIS AGREEMENT, THE SALE OR LEASING OF ANY THIRD PARTY PRPDUCT PROVIDED HEREIN, OR FROM THE PERFORMANCE BY AURORA OF ANY SERVICES HEREUNDER, INCLUDING, WITHOUT LIMITATION ANY EXPRESS OR IMPLIED LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSEUSE, WITH RESPECT ALL OF WHICH ARE EXPRESSLY DISCLAIMED BY XXXXXX AND WAIVED BY INDEPENDENT CONTRACTOR. VI.LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES WILL A PARTY OR IT’S CURRENT, FORMER OR FUTURE EMPLOYEES, OFFICERS OR DIRECTORS, AGENTS, SUCCESSORS OR ASSIGNS BE LIABLE TO THE PATENTS OTHER PARTY UNDER ANY CONTRACT, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE) OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDERSPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR COSTS, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, ARISING OUT OF, OR WITH RESPECT RELATING IN ANY WAY TO, THE SUBJECT MATTER OF THIS OF THIS ADDENDUM, REGARDLESS OF WHETHER THE CLAIMANT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL APPLY TO THE COMPOUNDANY CLAIM OR CAUSE OF ACTION WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), PRODUCT OR LICENSED PRODUCTSTRICT LIABILITY, OR UNDER ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYTHEORY.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS CLIENT AGREEMENT OR IN THE APPLICABLE TERMS AND THE PFIZER-MPP CONDITIONS, ANY DELIVERABLE, PRODUCT, (E.G., HARDWARE, HOSTED SERVICES AND LOCAL SOFTWARE) AND ANY OTHER ITEMS PROVIDED UNDER THIS CLIENT AGREEMENT ARE PROVIDED “AS IS” AND ANY HOSTED SERVICE PROVIDED UNDER THIS CLIENT AGREEMENT IS PROVIDED “AS AVAILABLE.” EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS CLIENT AGREEMENT, MPP UPS-PSI AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES ITS THIRD PARTY LICENSORS MAKE NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KINDWARRANTY, REPRESENTATION, GUARANTEE, CONDITION, UNDERTAKING, OR TERM, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS STATUTORY OR IMPLIED WARRANTIES OTHERWISE, AS TO THE CONDITION, QUALITY, DURABILITY, PERFORMANCE, TITLE, NON-INFRINGEMENT OF MERCHANTABILITY OR THIRD PARTY RIGHTS, MERCHANTABILITY, QUIET ENJOYMENT, FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDERACCURACY, COMPLETENESS, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTSDELIVERABLES, LICENSED KNOWSERVICES, PRODUCTS (E.G., HARDWARE, HOSTED SERVICES AND LOCAL SOFTWARE) AND ANY OTHER ITEMS PROVIDED UNDER THIS CLIENT AGREEMENT OR AS TO THE CONTINUOUS, UNINTERRUPTED, OR SECURE ACCESS TO ANY HOSTED SERVICE, AND ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW, AS ARE ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE. THE HOSTED SERVICES PROVIDE FUNCTIONALITY THAT UTILIZES THE INTERNET WHICH IS NOT UNDER THE CONTROL OF UPS-HOWPSI OR ITS THIRD PARTY LICENSORS OR AFFILIATES. ACCORDINGLY, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER UPS-PSI AND ITS THIRD PARTY LICENSORS WILL NOT INFRINGE BE HELD RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY PATENT RIGHTS LOSS OR DAMAGE CAUSED OR ALLEGED TO HAVE BEEN CAUSED BY CLIENT’S INABILITY TO ACCESS THE INTERNET. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS CLIENT AGREEMENT, NO WARRANTY IS MADE BY UPS-PSI AND ITS THIRD PARTY LICENSORS THAT DEFECTS IN ANY OF THE DELIVERABLES, SERVICES, PRODUCTS (E.G., HARDWARE, HOSTED SERVICES AND LOCAL SOFTWARE) AND ANY OTHER INTELLECTUAL PROPERTY RIGHTS ITEMS PROVIDED UNDER THIS CLIENT AGREEMENT WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY UPS-PSI OR ANY UPS-PSI REPRESENTATIVE WILL CREATE A WARRANTY. UPS-PSI IS NOT RESPONSIBLE FOR CLIENT MISUSE OR ABUSE OF ANY THIRD PARTYDELIVERABLES, SERVICES OR PRODUCTS OR THE COMBINATION OF DELIVERABLES, SERVICES OR PRODUCTS WITH ANY PRODUCTS OR SERVICES NOT APPROVED IN WRITING BY UPS-PSI. MPP AND PFIZER In the event that any Hardware, Local Software, Hosted Service or any component thereof fails to perform materially in accordance with the applicable Documentation, the failure is promptly reported to UPS-PSI, and UPS-PSI can reproduce the failure, UPS-PSI will use reasonable efforts to correct such failure without additional charge to Client, in accordance with the maintenance obligations of the applicable Documentation. UPS-PSI may request certain information (IN THE PFIZER-MPP AGREEMENTdata, screen shots, etc.) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATESto properly validate and reproduce the error or malfunction. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYThe foregoing will be Client’s sole and exclusive remedy for any such failure.

Disclaimer. PURCHASER ACKNOWLEDGES AND AGREES THAT EXCEPT AS EXPRESSLY SET FORTH IN FOR THE TERMS OF THIS AGREEMENT AND THE PFIZER-MPP AGREEMENTREPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY SELLER IN THIS AGREEMENT OR ANY DOCUMENT DELIVERED AT CLOSING, MPP SELLER HAS NOT MADE, DOES NOT MAKE AND PFIZER SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARRANTY OF TITLE AS SET OUT IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES DEED), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KINDKIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY OR ANY SURROUNDING LANDS OR WATER BODIES, INCLUDING WITHOUT LIMITATION LIMITATION, THE SURFACE WATER, SOIL, GROUNDWATER, SEDIMENTS AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE PROPERTY, (C) THE SUITABILITY OF THE PROPERTY FOR ANY EXPRESS AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE COMPLIANCE OF OR IMPLIED WARRANTIES BY THE PROPERTY (OR ANY SURROUNDING LANDS OR WATER BODIES) OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF MERCHANTABILITY ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSEPURPOSE OF THE PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO THE PATENTS PROPERTY OR ANY LICENSE GRANTED PROPERTY ADJACENT THERETO, AND SPECIFICALLY, THAT EXCEPT FOR THE FOR THE TERMS OF THIS AGREEMENT AND REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY MPP SELLER IN THIS AGREEMENT OR ANY DOCUMENT DELIVERED AT CLOSING, SELLER HAS NOT MADE, DOES NOT MAKE AND PFIZER SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING OR DEVELOPMENT OF REGIONAL IMPACT LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OR LANDS ADJACENT THERETO OF HAZARDOUS MATERIALS (IN THE PFIZER-MPP AGREEMENT) HEREUNDERAS DEFINED BELOW), OR AS TO ANY HAZARDOUS MATERIALS EMANATING FROM OR MIGRATING TO THE PROPERTY. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY, EXCEPT FOR THE TERMS OF THIS AGREEMENT AND THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY SELLER IN THIS AGREEMENT OR ANY DOCUMENT DELIVERED AT CLOSING, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER AND AT THE CLOSING AGREES TO ACCEPT THE PROPERTY AND EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE PROPERTY WHICH ARE PURCHASER’S OBLIGATION PURSUANT TO THIS AGREEMENT. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE COMPOUNDPROPERTY OR ANY LANDS ADJACENT THERETO WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT SELLER HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, PRODUCT REPRESENTATIONS OR LICENSED PRODUCTINFORMATION PERTAINING TO THE PROPERTY OR THE LANDS ADJACENT THERETO, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER MATTERPERSON. FURTHERMOREPURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT FOR THE TERMS OF THIS AGREEMENT AND THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY SELLER IN THIS AGREEMENT OR ANY DOCUMENT DELIVERED AT CLOSING, THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN “AS IS” CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED TO REFLECT THAT ALL OF THE PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. NOTHING IN THIS SECTION SHALL BE DEEMED TO ALTER THE EXPRESS PROVISIONS OF THIS AGREEMENT OR ANY DOCUMENT DELIVERED AT CLOSING AND IN THE EVENT OF A CONFLICT BETWEEN THIS SECTION AND ANY OTHER PROVISION OF THIS AGREEMENT, THE OTHER PROVISIONS OF THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYCONTROL.