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. 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 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 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. 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 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. 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 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 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. 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 AS EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT, THE SUPPLY AGREEMENT OR THE APA, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY EXPRESSLY DISCLAIMS AND HAS NOT MADE AND SHALL NOT BE DEEMED TO HAVE MADE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT WITH RESPECT TO THE TECHNOLOGY, IMPROVEMENTS, THE XXXX (AS DEFINED IN SECTION 13.10 BELOW) AND THE LICENSED PRODUCTS. EXCEPT AS TO ANY LIABILITY OR DAMAGES ARISING FROM THE INDEMNITY OBLIGATIONS SET FORTH IN ARTICLE 10 OR BREACH OF THE CONFIDENTIALITY OBLIGATIONS AS SET FORTH IN ARTICLE 7, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF PROPERTY OR CAPITAL, OR OTHER DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT OR THE OPERATION OR USE OF THE TECHNOLOGY, IMPROVEMENTS, XXXX AND THE LICENSED PRODUCTS, INCLUDING WITHOUT LIMITATION, THE INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS BY THE LICENSED PRODUCTS, DAMAGES ARISING FROM LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, DAMAGE TO EQUIPMENT, THE USE OR INABILITY TO USE ANY TECHNOLOGY OR LICENSED PRODUCTS, REGARDLESS OF HOW SUCH LOSS OR DAMAGE MAY HAVE OCCURRED AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AGREEMENT, THE TECHNOLOGY AND THE PFIZER-MPP AGREEMENTXXXX ARE BEING DELIVERED TO LICENSEE AND LICENSEE IMPROVEMENTS ARE BEING PROVIDED TO HONEYWELL ON AN “AS IS” AND “WHERE IS” BASIS, MPP AND PFIZER (SUBJECT TO ACTUAL AVAILABILITY, 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 DATA FORMAT EXISTING 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 PATENTSEFFECTIVE DATE WHICH MAY INCLUDE, LICENSED KNOW-HOWWITHOUT LIMITATION, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP PAPER 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 EFFICACYELECTRONIC FORMATS.

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 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 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 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. 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 REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KINDWARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, AND EACH PARTY EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY OR MERCHANTABILITY, NONINFRINGEMENT, NONINTERFERENCE WITH ENJOYMENT, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR PERFORMANCE. INTROHIVE AND ITS SUPPLIERS, LICENSORS, AND PARTNERS DO NOT WARRANT THAT THE FUNCTIONALITY PROVIDED BY THE INTROHIVE PLATFORM OR INTROHIVE SOFTWARE WILL BE CORRECT, CONSISTENTLY AVAILABLE, UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS WILL BE CORRECTED. INTROHIVE DOES NOT WARRANT THE RESULTS OF USE OF THE INTROHIVE PLATFORM OR INTROHIVE SOFTWARE, OR WARRANT THAT THE INTROHIVE PLATFORM OR INTROHIVE SOFTWARE WILL MEET CUSTOMER’S NEEDS. THE INTROHIVE SOFTWARE AND INTROHIVE PLATFORM ARE PROVIDED “AS-IS” AND WITH ALL FAULTS, AND THE ENTIRE RISK AS TO THE SATISFACTORY ACCURACY, QUALITY AND PERFORMANCE THEREOF IS WITH CUSTOMER. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE INTERNET IS A PUBLIC NETWORK OVER WHICH INTROHIVE EXERTS NO CONTROL. INTROHIVE MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, AND SHALL HAVE NO LIABILITY WHATSOEVER, WITH RESPECT TO THE PATENTS DEPENDABILITY, PRIVACY, SECURITY, AUTHENTICITY OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN COMPLETENESS OF DATA TRANSMITTED OVER THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCTINTERNET, OR ANY OTHER MATTER. FURTHERMOREINTRUSION, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT VIRUS, DISRUPTION, LOSS OR CORRUPTION OF DATA, OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID ERROR OR ENFORCEABLE EVENT CAUSED 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.PERMITTED BY OR

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. YOU ASSUME TOTAL RISK AND RESPONSIBILITY FOR YOUR USE OF THE FUNDING SERVICES. EXCEPT AS EXPRESSLY EXPRESLY SET FORTH IN THIS AGREEMENT THESE FUNDING TERMS AND CONDITIONS PROCESSOR WILL NOT BE LIABLE IN ANY WAY TO YOU OR ANY THIRD PARTY FOR (A) ANY INACCURACY, ERROR OR DELAY IN, OR OMISSION OF (I) ANY INFORMATION OR FUNDS OR (II) THE PFIZER-MPP AGREEMENTTRANSMISSION OR DELIVERY OF ANY SUCH FUNDS, MPP OR (B) ANY LOSS OR DAMAGE ARISING FROM OR OCCASIONED BY (I) ANY SUCH INACCURACY, ERROR, DELAY OR OMISSION, (II) NON- PERFORMANCE, OR (III) INTERRUPTION IN ANY SUCH INFORMATION FOR ANY REASON, INCLUDING BUT NOT LIMITED TO ANY NEGLIGENT ACT OR OMISSION BY PROCESSOR. THE NEXT DAY FUNDING AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS SAME DAY MONEY EXPRESS ARE PROVIDED “AS IS,” WITH ALL FAULTS, AND EXTENDS NO WARRANTIES WITHOUT WARRANTY OF ANY KIND. PROCESSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR AND IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR MERCHANTABILITY, QUIET ENJOYMENT, QUALITY OF INFORMATION, TITLE/NON-INFRINGEMENT, 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 PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A PROCESSOR MAKES NO 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 COMPOUNDKIND, 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, IMPLIED WITH REGARD TO ANY HARDWARE, PRODUCTS, SOFTWARE, OR PROGRAMMING OBTAINED BY YOU FROM THIRD PARTIES (COLLECTIVELY, THE SAFETY OR EFFICACY “THIRD- PARTY ITEMS”) AND EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF THE COMPOUNDMERCHANTABILITY, PRODUCT OR LICENSED PRODUCT QUIET ENJOYMENT, QUALITY OF INFORMATION, TITLE/NON- INFRINGEMENT, AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE FITNESS FOR A PARTICULAR PURPOSE RELATED TO ENSURE SUCH SAFETY OR EFFICACYTHIRD- PARTY ITEMS.

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 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. 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 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. 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 AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND FOR 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 OF TOTAL MONIES PAID BY RESELLER TO LICENSOR UNDER THIS AGREEMENT DURING THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE DATE ON WHICH SUCH SAFETY OR EFFICACYLIABILITY ARISES.

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. 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. (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. (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.

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 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 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. 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 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 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. THE LICENSED PRODUCTS ARE PROVIDED TO LICENSEE “AS IS” AND “WITH ALL FAULTS.” SMPTE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXPRESSLY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS (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 KINDSECTION 6(a), EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR INCLUDING, BUT NOT LIMITED TO: (A) THE IMPLIED WARRANTIES OF MERCHANTABILITY OR AND FITNESS FOR A PARTICULAR PURPOSE, ; AND (B) ANY WARRANTY WITH RESPECT TO THE PATENTS QUALITY, ACCURACY, CURRENCY OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN COMPLETENESS OF THE PFIZER-MPP AGREEMENT) HEREUNDERLICENSED PRODUCTS, OR WITH RESPECT THAT LICENSEE’S USE OF THE LICENSED PRODUCTS WILL BE ERROR-FREE, UNINTERRUPTED, FREE FROM OTHER FAILURES OR WILL MEET LICENSEE’S REQUIREMENTS. LICENSEE ACKNOWLEDGES AND AGREES THAT THE CONTENTS OF THE LICENSED PRODUCTS ARE SUBJECT TO CHANGE. LIMITATION OF LIABILITY. EXCEPT FOR EACH PARTY’S INDEMNIFICATION OBLIGATIONS IN SECTION 6(b), IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE COMPOUNDOTHER PARTY FOR ANY INCIDENTAL, PRODUCT INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES ARISING FROM ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS OR FINANCIAL LOSS OCCASIONED BY OR RESULTING FROM ANY USE OF THE LICENSED PRODUCTPRODUCTS, SUCH AS ANY MALFUNCTION, DEFECT OR FAILURE OF THE LICENSED PRODUCTS OR THEIR DELIVERY VIA THE INTERNET, EVEN IF SUCH PARTY HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE. SMPTE UNDERTAKES NO RESPONSIBILITY FOR, AND DISCLAIMS ALL LIABILITY ARISING FROM, ANY DEFECTS OR FAILURES IN ANY COMMUNICATIONS LINES, THE INTERNET OR INTERNET SERVICE PROVIDER, LICENSEE'S COMPUTER HARDWARE OR SOFTWARE, OR ANY OTHER MATTERSERVICE OR DEVICE USED TO ACCESS THE LICENSED PRODUCTS OR TO AUTHENTICATE ANY USER AS AN AUTHORIZED USER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY LICENSEE ACKNOWLEDGES AND AGREES THAT SMPTE IS NOT RESPONSIBLE FOR THE ACCURACY OF ANY PATENT INFORMATION OR OTHER PROPRIETARY RIGHTS INCLUDED DATA CONTAINED IN THE PATENTS IS VALID LICENSED PRODUCTS, AND SMPTE SHALL NOT BE LIABLE FOR ANY LOSSES OR ENFORCEABLE DAMAGES RESULTING FROM RELIANCE ON ANY SUCH INFORMATION 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 DATA UNDER 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 EFFICACYCIRCUMSTANCES.

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. 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. YOU ASSUME TOTAL RISK AND RESPONSIBILITY FOR YOUR USE OF THE FUNDING SERVICES. EXCEPT AS EXPRESSLY EXPRESLY SET FORTH IN THIS AGREEMENT THESE FUNDING TERMS AND CONDITIONS PROCESSOR WILL NOT BE LIABLE IN ANY WAY TO YOU OR ANY THIRD PARTY FOR (A) ANY INACCURACY, ERROR OR DELAY IN, OR OMISSION OF (I) ANY INFORMATION OR FUNDS OR (II) THE PFIZERTRANSMISSION OR DELIVERY OF ANY SUCH FUNDS, OR (B) ANY LOSS OR DAMAGE ARISING FROM OR OCCASIONED BY (I) ANY SUCH INACCURACY, ERROR, DELAY OR OMISSION, (II) NON-MPP AGREEMENTPERFORMANCE, MPP OR (III) INTERRUPTION IN ANY SUCH INFORMATION FOR ANY REASON, INCLUDING BUT NOT LIMITED TO ANY NEGLIGENT ACT OR OMISSION BY PROCESSOR. THE NEXT DAY FUNDING AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS SAME DAY MONEY EXPRESS ARE PROVIDED “AS IS,” WITH ALL FAULTS, AND EXTENDS NO WARRANTIES WITHOUT WARRANTY OF ANY KIND. PROCESSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR AND IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR MERCHANTABILITY, QUIET ENJOYMENT, QUALITY OF INFORMATION, TITLE/NON-INFRINGEMENT, 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 PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A PROCESSOR MAKES NO 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 COMPOUNDKIND, 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, IMPLIED WITH REGARD TO ANY HARDWARE, PRODUCTS, SOFTWARE, OR PROGRAMMING OBTAINED BY YOU FROM THIRD PARTIES (COLLECTIVELY, THE SAFETY OR EFFICACY “THIRD PARTY ITEMS”) AND EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF THE COMPOUNDMERCHANTABILITY, PRODUCT OR LICENSED PRODUCT QUIET ENJOYMENT, QUALITY OF INFORMATION, TITLE/NON- INFRINGEMENT, AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE FITNESS FOR A PARTICULAR PURPOSE RELATED TO ENSURE SUCH SAFETY OR EFFICACYTHIRD PARTY ITEMS.

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 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. PURCHASER ACKNOWLEDGES THAT (A) EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE IV OR IN ANY EXHIBIT, SCHEDULE OR CERTIFICATE DELIVERED BY SELLER OR AN AFFILIATE OF SELLER PURSUANT TO THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, 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 XXXXX XXXXX FACILITY OR THE OPERATION THEREOF, THE ACQUIRED ASSETS, THE RESEARCH, DEVELOPMENT, MANUFACTURE, DISTRIBUTION, MARKETING OR [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. SALE OF PRODUCTS BY SELLER OR SELLING AFFILIATES, ANY OTHER ASPECT OF THE RESPECTIVE BUSINESSES OF SELLER OR SELLING AFFILIATES OR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING THE XXXXX XXXXX FACILITY OR THE OPERATION THEREOF OR THE ACQUIRED ASSETS FURNISHED OR MADE AVAILABLE TO PURCHASER AND ITS REPRESENTATIVES, AND (B) PURCHASER HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY FROM SELLER OR ANY OTHER PERSON WITH RESPECT TO THE XXXXX XXXXX FACILITY OR THE OPERATION THEREOF, THE ACQUIRED ASSETS, THE MANUFACTURE, DISTRIBUTION, MARKETING OR SALE OF PRODUCTS BY SELLER OR SELLING AFFILIATES, ANY OTHER ASPECT OF THE RESPECTIVE BUSINESSES OF SELLER OR SELLING AFFILIATES OR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING THE XXXXX XXXXX FACILITY OR THE OPERATION THEREOF OR 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 EXPRESSLY SET FORTH IN ARTICLE IV OR IN ANY EXHIBIT, SCHEDULE OR CERTIFICATE DELIVERED BY SELLER OR AN AFFILIATE OF SELLER PURSUANT TO THIS AGREEMENT. EXCEPT AS PROVIDED IN THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, PURCHASER ACKNOWLEDGES THAT, SHOULD THE CLOSING OCCUR, PURCHASER SHALL ACQUIRE THE ACQUIRED ASSETS WITHOUT LIMITATION ANY EXPRESS REPRESENTATION OR IMPLIED WARRANTIES OF WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR A ANY PARTICULAR PURPOSE, WITH RESPECT TO IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS, AND PURCHASER 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 PATENTSPURCHASER 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 INJUNCTIONS 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. EXCEPT AS EXPRESSLY SET FORTH IN NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, ALL LICENSES TO ANY AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES ALL LICENSED MARKS UNDER THIS AGREEMENT ARE BEING MADE WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS KIND OR IMPLIEDNATURE, INCLUDING WITHOUT LIMITATION (A) AS TO THEIR VALUE OR FREEDOM FROM ANY EXPRESS OR IMPLIED WARRANTIES SECURITY INTERESTS; (B) AS TO TITLE, NONINFRINGEMENT, VALIDITY, ENFORCEABILITY, ACCURACY OF INFORMATIONAL CONTENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (WHETHER OR NOT A PARTY OR ITS AFFILIATES KNOWS OR HAS REASON TO KNOW ANY SUCH PURPOSE) OR ANY OTHER MATTER, INCLUDING ANY REPRESENTATION OR WARRANTY (EXPRESS OR IMPLIED, ORAL OR WRITTEN), WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE; OR (C) AS TO THE LEGAL SUFFICIENCY TO GRANT ANY RIGHTS THEREIN AND AS TO ANY CONSENTS OR APPROVALS REQUIRED IN CONNECTION HEREWITH OR THEREWITH, AND NEITHER PARTY, NOR ANY OF ITS AFFILIATES OR REPRESENTATIVES, MAKES OR HAS MADE ANY REPRESENTATION OR WARRANTY, AND HEREBY EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AT LAW OR IN EQUITY, WITH RESPECT TO THE PATENTS LICENSED MARKS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP CONNECTION WITH THIS AGREEMENT) HEREUNDER, OR INCLUDING WITH RESPECT TO THE COMPOUNDMATTERS DESCRIBED IN THE FOREGOING CLAUSES (A)-(C). WITHOUT LIMITING THE FOREGOING, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING ATMCO AND ITS AFFILIATES HEREBY ACKNOWLEDGE AND AGREE THAT ALL LICENSES IN THIS AGREEMENT SHALL BE CONSTRUED ARE BEING MADE “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 PATENTSIS, 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 EFFICACYWHERE IS.”

Disclaimer. THE LICENSED PRODUCTS ARE PROVIDED TO LICENSEE “AS IS” AND “WITH ALL FAULTS.” IEEE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXPRESSLY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS (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 KINDSECTION 6), EXPRESS OR IMPLIED, INCLUDING INCLUDING, WITHOUT LIMITATION ANY EXPRESS OR LIMITATION: (A) THE IMPLIED WARRANTIES OF MERCHANTABILITY OR AND FITNESS FOR A PARTICULAR PURPOSE, ; AND (B) ANY WARRANTY WITH RESPECT TO THE PATENTS QUALITY, ACCURACY, CURRENCY OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN COMPLETENESS OF THE PFIZER-MPP AGREEMENT) HEREUNDERLICENSED PRODUCTS, OR WITH RESPECT THAT LICENSEE’S USE OF THE LICENSED PRODUCTS WILL BE ERROR-FREE, UNINTERRUPTED, FREE FROM OTHER FAILURES OR WILL MEET LICENSEE’S REQUIREMENTS. LICENSEE ACKNOWLEDGES AND AGREES THAT THE CONTENTS OF THE LICENSED PRODUCTS ARE SUBJECT TO CHANGE. LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE COMPOUNDOTHER PARTY FOR ANY INCIDENTAL, PRODUCT INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES ARISING FROM ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS OR FINANCIAL LOSS OCCASIONED BY OR RESULTING FROM ANY USE OF THE LICENSED PRODUCTPRODUCTS, SUCH AS ANY MALFUNCTION, DEFECT OR FAILURE OF THE LICENSED PRODUCTS OR THEIR DELIVERY VIA THE INTERNET, EVEN IF SUCH PARTY HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE. IEEE UNDERTAKES NO RESPONSIBILITY FOR, AND DISCLAIMS ALL LIABILITY ARISING FROM, ANY DEFECTS OR FAILURES IN ANY COMMUNICATIONS LINES, THE INTERNET OR INTERNET SERVICE PROVIDER, LICENSEE'S COMPUTER HARDWARE OR SOFTWARE, OR ANY OTHER MATTERSERVICE OR DEVICE USED TO ACCESS THE LICENSED PRODUCTS OR TO AUTHENTICATE ANY USER AS AN AUTHORIZED USER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY LICENSEE ACKNOWLEDGES AND AGREES THAT IEEE IS NOT RESPONSIBLE FOR THE ACCURACY OF ANY PATENT INFORMATION OR OTHER PROPRIETARY RIGHTS INCLUDED DATA CONTAINED IN THE PATENTS IS VALID LICENSED PRODUCTS, AND IEEE SHALL NOT BE LIABLE FOR ANY LOSSES OR ENFORCEABLE DAMAGES RESULTING FROM RELIANCE ON ANY SUCH INFORMATION OR THAT THE MPP’S OR LICENSEE(SDATA UNDER ANY CIRCUMSTANCES. Post Cancellation Access. Upon termination of this Agreement, except in the event of termination by IEEE pursuant to Section 5(b)’S USE OF THE PATENTS, LICENSED KNOWLicensee may obtain post-HOWcancellation access to the portion of the Licensed Products published between the Service Date and termination date of this Agreement by entering into an online or offline IEEE Post-Cancellation Access Agreement and paying the applicable fees. To the extent the Licensed Products includes any of the following, COMPOUNDsuch access shall not include access to any IEEE Standards Online Packages, 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 PFIZEReBooks, IET content in offline format, or content licensed by IEEE from third-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 EFFICACYparty content providers or for which IEEE otherwise does not have the right to provide archival access.

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. SELLER HAS NOT MADE AND DOES NOT MAKE ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED AS TO THE MERCHANTABILITY, QUANTITY, QUALITY, PHYSICAL CONDITION OR OPERATION OF THE PROPERTY, ZONING, THE SUITABILITY OR FITNESS 0000 XX 00xx Xxxxxx OF THE PROPERTY OR ANY IMPROVEMENTS THEREON, IF ANY, FOR ANY SPECIFIC OR GENERAL USE OR PURPOSE, THE AVAILABILITY OF WATER, SEWER OR OTHER UTILITY SERVICE, OR ANY OTHER MATTER AFFECTING OR RELATING TO THE PROPERTY'S COMPLIANCE WITH ANY ENVIRONMENTAL LAWS. NEITHER PARTY IS RELYING ON ANY STATEMENT OR REPRESENTATIONS MADE BY THE OTHER NOT EMBODIED HEREIN. PURCHASER HEREBY EXPRESSLY ACKNOWLEDGES THAT NO SUCH WARRANTIES AND REPRESENTATIONS HAVE BEEN MADE, EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT; THAT IT SHALL BE PURCHASER'S OBLIGATION TO OBTAIN AND PAY FOR ALL COMMITMENTS FOR WATER, SEWER AND OTHER UTILITIES AND TO PAY THE COMMITMENT, IMPACT, TAP IN OR OTHER FEES AND CHARGES THEREFORE, IF, ANY (NO SUCH FEES HAVE BEEN PAID BY SELLER). PURCHASER ACKNOWLEDGES THAT THE PROVISIONS OF THIS AGREEMENT FOR INSPECTION AND INVESTIGATION OF 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, PROPERTY ARE ADEQUATE TO ENABLE PURCHASER TO MAKE PURCHASER'S OWN DETERMINATION WITH RESPECT TO MERCHANTABILITY, QUANTITY QUALITY, PHYSICAL CONDITION OR OPERATION OF THE PATENTS PROPERTY, ZONING, SUITABILITY OR FITNESS OF THE PROPERTY OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN IMPROVEMENTS THEREON, IF ANY, FOR ANY SPECIFIC OR GENERAL USE OR PURCHASE, THE PFIZER-MPP AGREEMENT) HEREUNDERAVAILABILITY OF WATER, SEWER OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCTOTHER UTILITY SERVICE, OR ANY OTHER MATTERMATTER AFFECTING OR RELATING TO THE PROPERTY, ITS DEVELOPMENT OR USE, INCLUDING WITHOUT LIMITATION, THE PROPERTY'S COMPLIANCE WITH ANY ENVIRONMENTAL LAWS. FURTHERMOREPURCHASER FURTHER ACKNOWLEDGES, NOTHING AS OF THE CLOSING, IT WILL HAVE INSPECTED THE PROPERTY OR WILL HAVE CAUSED SUCH INSPECTION TO BE MADE AND WILL BE MADE AND WILL BE THOROUGHLY SATISFIED THEREWITH, AND AGREES TO TAKE THE PROPERTY IN ITS PHYSICAL CONDITION "AS-IS, WHERE IS, WITH ALL FAULTS" AS OF THE DATE OF CLOSING, SUBJECT TO THE EXPRESS CONDITIONS OF THIS AGREEMENT. SELLER SHALL NOT BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENT, REPRESENTATION OR ANY INFORMATION GIVEN BY ANYONE PERTAINING TO THE PROPERTY, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT AGREEMENT. IN PARTICULAR, BUT WITHOUT LIMITING THE FOREGOING, PURCHASER HEREBY RELEASES SELLER FROM ANY AND ALL RESPONSIBILITY, LIABILITY AND CLAIMS FOR OR ARISING OUT OF THE PRESENCE ON OR ABOUT THE PROPERTY (INCLUDING IN THE SOIL, AIR, STRUCTURES AND SURFACE AND SUBSURFACE WATER) OF MATERIALS, WASTES, OR SUBSTANCES THAT ARE OR BECOME 0000 XX 00xx Xxxxxx REGULATED UNDER OR THAT ARE OR BECOME CLASSIFIED AS TOXIC OR HAZARDOUS UNDER ANY ENVIRONMENTAL LAW, INCLUDING WITHOUT LIMITATION, PETROLEUM, OIL, GASOLINE, OR ANY OTHER PETROLEUM, BYPRODUCTS, OR WASTE. AS USED HEREIN, "ENVIRONMENTAL LAW" SHALL BE CONSTRUED MEAN, AS AMENDED AND IN EFFECT FROM TIME TO TIME, ANY FEDERAL, STATE, OR LOCAL STATUTE, ORDINANCE, RULE, REGULATION, JUDICIAL DECISION, OR THE JUDGEMENT OR DECREE OF A WARRANTY THAT ANY PATENT GOVERNMENTAL AUTHORITY, ARBITRATOR OR OTHER PROPRIETARY RIGHTS INCLUDED IN PRIVATE ADJUDICATOR BY WHICH PURCHASE OR THE PATENTS PROPERTY IS VALID OR ENFORCEABLE OR BOUND, PERTAINING TO THE ENVIRONMENT, INCLUDING, WITHOUT LIMITATION, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND LIABILITY ACT OF 1980, AS AMENDED, HAZARDOUS MATERIALS TRANSPORTATION ACT AS AMENDED, THE RESOURCE CONSERVATION ACT AS AMENDED, THE CLEAN AIR ACT, AS AMENDED, AND THE STATUTES TOGETHER WITH THE RULES ADOPTED AND GUIDELINES PROMULGATED PURSUANT THERETO, AND ALL SIMILAR STATUTES TOGETHER WITH RULES ADOPTED AND GUIDELINES PROMULGATED PURSUANT TO THE FOREGOING. B. PURCHASER ACKNOWLEDGES THAT HAVING BEEN GIVEN A SUFFICIENT OPPORTUNITY TO INSPECT THE MPP’S OR LICENSEE(S)’S USE PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PATENTSPROPERTY AND FINANCIAL ANALYSIS OF THE REVENUE AND EXPENSES THAT MAY BE RECEIVED OR INCURRED IN ARRIVING AT ITS DECISION TO PURCHASE THE PROPERTY AND THAT PURCHASER IS PURCHASING THE PROPERTY IN ITS PRESENT CONDITION, LICENSED KNOW-HOW"AS IS, COMPOUNDWHERE IS", PRODUCT AND SELLER HAS NO OBLIGATION TO CONSTRUCT ANY IMPROVEMENTS THEREON, OR LICENSED PRODUCT TO PERFORM ANY OTHER ACT REGARDING THE PROPERTY, EXCEPT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE EXPRESSLY PROVIDED HEREIN. C. ANY PATENT RIGHTS 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, SELLER'S COUNSEL, THE BROKER 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 EFFICACYAGENTS.

Disclaimer. (a) THE NHRS MEMBERSHIP INTEREST BEING TRANSFERRED PURSUANT HERETO, TOGETHER WITH BUSINESS OF NHRS (INCLUDING ITS ASSETS AND LIABILITIES), ARE BEING TRANSFERRED TO IM COMET "AS IS" AND "WHERE IS" AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR USE OR A PARTICULAR PURPOSE, ARE EXCLUDED AND DISCLAIMED (EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT ARTICLE 2). IM COMET, FOR ITSELF AND THE PFIZER-MPP AGREEMENTFOR NHRS (AS ITS MANAGING MEMBER), MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES HEREBY WAIVES ALL RIGHTS IT MAY HAVE TO ASSERT ON ITS OWN BEHALF OR ON BEHALF OF NHRS ACTING UNDER ITS CONTROL THAT EPS, EPSC, OR ANY KINDOF THEIR AFFILIATES OR ANY PARTY ACTING ON BEHALF OF EPS, EXPRESS EPSC, OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OF THEIR AFFILIATES HAS MADE ANY REPRESENTATION OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTY WITH RESPECT TO NHRS (EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE 2 OF THIS AGREEMENT), INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY CONCERNING THE PATENTS FINANCIAL CONDITION, SALES, PROFITABILITY, INCOME OR FUTURE VALUE OR PROSPECTS OF NHRS AND HEREBY FURTHER WAIVE ALL RIGHTS THEY MAY HAVE TO SEEK DAMAGES, RIGHTS OF OFFSET OR ANY LICENSE GRANTED BY MPP OTHER RELIEF BASED UPON AN ALLEGED BREACH OR INACCURACY OF ANY REPRESENTATION OR WARRANTY CONCERNING NHRS (EXCEPT TO THE EXTENT EXPRESSLY PROVIDED IN THIS AGREEMENT FOR A BREACH OF THE REPRESENTATIONS AND PFIZER WARRANTIES SET FORTH IN ARTICLE 2 OF THIS AGREEMENT). (IN THE PFIZER-MPP AGREEMENTb) HEREUNDERExcept as expressly set forth in this Agreement, each party hereto hereby confirms that no other party hereto (or any third person acting on behalf of another party hereto) has made any representation or warranty concerning NHRS or the Business, including, without limitation, the financial condition, sales, profitability, income or future value or prospects of NHRS or the Business. Each party hereto represents and warrants that it has had ample opportunity to conduct a full investigation and evaluation of NHRS and the Business and its present and future prospects and value and that it has completed the investigation and evaluation to its satisfaction and it has made an independent determination of the desirability of entering into this Agreement and consummating the transactions provided for herein for the consideration and upon the terms set forth in this Agreement without relying in any manner upon any representation or warranty of any other party hereto (or any third person acting on behalf of another party hereto). (c) EPS AND EPSC HEREBY WAIVE ALL RIGHTS THEY MAY HAVE TO ASSERT THAT NHRS OR IM COMET OR ANY PARTY ACTING ON BEHALF OF NHRS OR IM COMET HAS MADE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO NHRS (EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE 3 OF THIS AGREEMENT), INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY CONCERNING THE COMPOUNDFINANCIAL CONDITION, PRODUCT SALES, PROFITABILITY, INCOME OR LICENSED PRODUCTFUTURE VALUE OR PROSPECTS OF NHRS AND HEREBY FURTHER WAIVE ALL RIGHTS THEY MAY HAVE TO SEEK DAMAGES, RIGHTS OF OFFSET OR ANY OTHER MATTER. FURTHERMORE, NOTHING RELIEF BASED UPON AN ALLEGED BREACH OR INACCURACY OF ANY REPRESENTATION OR WARRANTY CONCERNING NHRS (EXCEPT TO THE EXTENT EXPRESSLY PROVIDED IN THIS AGREEMENT SHALL BE CONSTRUED AS FOR 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 BREACH 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 REPRESENTATION AND WARRANTY SET FORTH IN ARTICLE 3 OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP 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 ARTICLE 3, SELLER, THE COMPANY AND THE PFIZER-MPP AGREEMENT, MPP THEIR ADVISORS HAVE MADE 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, AT LAW OR IN EQUITY, IN RESPECT OF THE COMPANY, OR ANY OF THE COMPANY’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 THIS ARTICLE 3, PURCHASER IS PURCHASING THE SHARES ON AN “AS-IS, WHERE-IS” BASIS. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE 3, THE COMPANY AND SELLER 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 COMPANY’S 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 THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY COMPANY AND SELLER DISCLAIM ANY AND ALL REPRESENTATIONS CONCERNING THE COMPANY’S OIL AND GAS INTERESTS, EXPRESS, STATUTORY, IMPLIED OR EFFICACYOTHERWISE.

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: F0C62F1B-BD77-4D06-9219-67924AA8E188 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) XXXXX PETROLEUM LP), 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-HOWInitials Seller /s/ MP ------ Buyer /s/ SP ------ SUBCHAPTER 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. 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 NONINFRINGEMENT 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 ERRORFREE, 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. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT THE FOREGOING LIMITED WARRANTY IS THE ONLY WARRANTY OFFERED BY IRULE AND ITS AFFILIATES AND IT STATES THE PFIZER-MPP AGREEMENTSOLE AND EXCLUSIVE REMEDIES FOR IRULE’S, MPP ITS AFFILIATES’ OR SUPPLIERS’ BREACH OF THAT OFFERED WARRANTY. THE FOREGOING OFFERED WARRANTY AND PFIZER ANY STATUTORY WARRANTY AND REMEDY THAT CANNOT BE EXCLUDED OR LIMITED UNDER LAW ARE THE ONLY WARRANTIES APPLICABLE TO THE SOFTWARE. OTHER THAN THOSE OFFERED AND STATUTORY WARRANTIES AND REMEDIES, IRULE, ITS AFFILIATES, SUPPLIERS AND CERTIFICATE AUTHORITIES (IN THE PFIZER-MPP AGREEMENTDEFINED BELOW) MAKES NO DISCLAIM ALL WARRANTIES, CONDITIONS, REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KINDTERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY MATTER, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES BUT NOT LIMITED TO PERFORMANCE, SECURITY, NON-INFRINGEMENT OF MERCHANTABILITY OR THIRD PARTY RIGHTS, INTEGRATION, MERCHANTABILITY, QUIET ENJOYMENT, SATISFACTORY QUALITY AND FITNESS FOR A ANY 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 SUCH OFFERED AND STATUTORY WARRANTIES AND REMEDIES, IRULE AND ITS SUPPLIERS PROVIDE THE PATENTS SOFTWARE AND LICENSED KNOWACCESS TO ANY WEBSITES, IRULE OR THIRD PARTY ONLINE SERVICES AND CERTIFICATE AUTHORITY SERVICES AS-HOW) IS AND WITH ALL FAULTS. THIS DISCLAIMER OF PFIZER WARRANTY MAY NOT BE VALID IN SOME STATES. YOU MAY HAVE ADDITIONAL WARRANTY RIGHTS UNDER LAW WHICH MAY NOT BE WAIVED OR ITS AFFILIATESDISCLAIMED. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO IRULE DOES NOT GIVE SEEK TO LIMIT YOUR WARRANTY RIGHTS TO ANY WARRANTYEXTENT NOT PERMITTED BY LAW. The provisions of Sections 9 and Section 10 will survive the termination of this agreement, EXPRESS OR IMPLIEDhowsoever caused, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUNDbut this will not imply or create any continued right to use the Software or Services, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYor continue a license, after termination of 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 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. (i) EXCEPT AS OTHERWISE EXPRESSLY SET FORTH PROVIDED IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP (1) GXXXXXXX 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 GXXXXXXX TECHNOLOGY, JOINT TECHNOLOGY, GXXXXXXX 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, GXXXXXXX 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. 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 HAZARDOUS 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) THE SOLE RESPONSIBILITY GENERAL PARTNER OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYTHE PARTNERSHIP HAS BEEN PRIMARILY RESPONSIBLE FOR THE CONDUCT BY THE PARTNERSHIP OF ITS BUSINESS AND OPERATIONS SINCE INCEPTION AND BUYER IS AN AFFILIATE OF GENERAL PARTNER. BUYER AGREES THAT THE FOREGOING DISCLAIMER IS “CONSPICUOUS.”

Disclaimer. EXCEPT THE PATENTS RIGHTS ARE PROVIDED “AS EXPRESSLY SET FORTH IN THIS AGREEMENT IS” AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF NEITHER PARTY NOR ITS AFFILIATES MAKE ANY KINDWARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION AS TO ANY EXPRESS MATTER WHATSOEVERY OTHER THAN THOSE EXPRESSLY SET OUT IN THIS AGREEMENT. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUCTED AS A WARRANTY OR IMPLIED WARRANTIES OF REPRESENTATION CONCERNING THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS OR PURPOSE OF ANY LICENSE GRANTED PRODUCT DEVELOPED 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 REGENERON 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)RESULT OF REGENERON’S USE OF THE PATENTSPATENT RIGHTS, LICENSED KNOW-HOWOR THE COMMERCIAL VALUE OR VALIDITY OF THE PATENT RIGHTS. EXCEPT ARISING FROM A BREACH OF ITS REPRESENTATIONS OR WARRANTIES CONTAINED HEREIN, COMPOUNDMERCK AND ITS AFFILIATES WILL NOT BE LIABLE TO REGNERON FOR ANY DIRECT, CONSEQUENTIAL OR OTHER DAMAGES OR LOST PROFITS OR LOST BUSINESS OPPORTUNITY ALLEGEDLY SUFFERED BY REGENERON OR ANY OTHER RESULTING FROM ANY PRODUCT DEVELOPED BY REGENERON. MERCK EXPRESSLY DISCLAIMS ANY REPRESENTATION OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WARRANTY THAT THE ACTIVITIES OF REGENERON PURSUANT TO THE LICENSE GRANTED HEREIN WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY OWNED BY A THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THIS AGREEMENT SHALL NOT BE CONSTRUED AS AN ADMISSION OF ANY PARTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS RIGHT IS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER IS NOT VALID, INFRINGED, 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 EFFICACYENFORCEABLE.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH NOTWITHSTANDING ANYTHING CONTAINED IN ANY OTHER PROVISION OF THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN IT IS THE PFIZER-MPP AGREEMENT) MAKES EXPLICIT INTENT OF EACH PARTY HERETO THAT THE SELLER IS MAKING NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KINDREPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, BEYOND THOSE EXPRESSLY GIVEN IN THIS AGREEMENT, AND IT IS UNDERSTOOD THAT, EXCEPT FOR THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY GIVEN IN THIS AGREEMENT, THE BUYER TAKES THE STOCK AND THE BUSINESS AND ASSETS OF THE COMPANIES AND/OR THE SUBSIDIARIES AS IS AND WHERE IS. WITHOUT LIMITING THE GENERALITY OF THE IMMEDIATELY FOREGOING, EXCEPT FOR THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY GIVEN IN THIS AGREEMENT, THE SELLER HEREBY (A) EXPRESSLY DISCLAIMS AND NEGATES ANY REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE, RELATING TO (i) THE CONDITION OF THE ASSETS OF THE COMPANIES AND/OR THE SUBSIDIARIES (INCLUDING WITHOUT LIMITATION ANY EXPRESS IMPLIED OR IMPLIED WARRANTIES EXPRESSED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), WITH RESPECT TO THE PATENTS OR (ii) ANY INFRINGEMENT BY ANY COMPANY OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, SUBSIDIARY OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT OF THEIR RESPECTIVE AFFILIATES OF 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 RIGHT OF ANY THIRD PARTY. MPP ; AND PFIZER (IN THE PFIZER-MPP AGREEMENTB) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE NEGATE ANY RIGHTS OF THE COMPOUNDBUYER UNDER STATUTES TO CLAIM DIMINUTION OF CONSIDERATION AND ANY CLAIMS BY THE BUYER FOR DAMAGES BECAUSE OF REDHIBITORY VICES OR DEFECTS, PRODUCT WHETHER KNOWN OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN UNKNOWN, IT BEING 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 INTENTION OF THE COMPOUND, PRODUCT SELLER AND THE BUYER THAT THE BUSINESS AND ASSETS OF THE COMPANIES AND/OR LICENSED PRODUCT THE SUBSIDIARIES ARE TO BE ACCEPTED BY THE BUYER IN THEIR PRESENT CONDITION AND IT SHALL BE THE SOLE RESPONSIBILITY STATE OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYREPAIR.

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 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. 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 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. 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 EXPRESSLY SET FORTH IN THIS AGREEMENT FOR LANDLORD'S OBLIGATION TO COMPLETE THE IMPROVEMENTS AND THE PFIZER-MPP AGREEMENTPUNCH LIST ITEMS, MPP TENANT ACKNOWLEDGES AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF AGREES THAT LANDLORD HAS NOT MADE ANY KINDREPRESENTATIONS, EXPRESS AGREEMENTS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, PROMISES WITH RESPECT TO THE PATENTS CONDITION OF THE LEASED PREMISES, INCLUDING THE ENVIRONMENTAL CONDITION OF THE LAND, OR THEIR SUITABILITY OF THE LEASED PREMISES FOR ANY PURPOSE OF TENANT AND THAT, EXCEPT FOR LANDLORD'S OBLIGATION TO COMPLETE THE IMPROVEMENTS AND THE PUNCH LIST ITEMS, LANDLORD HAS MADE NO PROMISES TO ALTER, REMODEL OR IMPROVE OR REPAIR THE LAND, THE IMPROVEMENTS OR ANY LICENSE GRANTED BY MPP PORTION THEREOF, EXCEPT FOR LANDLORD'S EXPRESS WARRANTIES CONTAINED IN THIS LEASE, AND PFIZER (TENANT ACCEPTS THE LEASED PREMISES IN ITS "AS IS", "WHERE IS" CONDITION AND "WITH ALL FAULTS". EXCEPT FOR LANDLORD'S EXPRESS WARRANTIES CONTAINED IN THIS LEASE, LANDLORD HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS, INCLUDING IMPLIED REPRESENTATIONS, AND SPECIFICALLY INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION REGARDING THE PFIZER-MPP AGREEMENT) HEREUNDERLEASED PREMISES' HABITABILITY, REPAIR, WORKMANSHIP OR WITH RESPECT SUITABILITY FOR ANY INTENDED PURPOSE. TENANT SHALL MAKE, AND HEREBY REPRESENTS AND WARRANTS TO LANDLORD THAT IT HAS MADE, ITS OWN DETERMINATIONS AS TO THE COMPOUNDSUITABILITY OF THE LEASED PREMISES FOR ITS INTENDED USE. BY ENTERING INTO THIS LEASE, PRODUCT TENANT REPRESENTS AND WARRANTS THAT IT HAS INVESTIGATED AND SATISFIED ITSELF AS TO WHETHER 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 NOT APPLICABLE LAWS PERMIT ITS INTENDED USE OF THE PATENTSLEASED PREMISES AND THAT TENANT IS RELYING SOLELY UPON SUCH INVESTIGATIONS, LICENSED KNOW-HOWAND NOT UPON ANY REPRESENTATIONS OF LANDLORD, 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 EFFICACYENTERING INTO THIS LEASE.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH OTHERWISE PROVIDED IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP EZC PROVIDES THE SERVICE "AS IS" AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSEPURPOSE OR NON-INFRINGEMENT. THE FOREGOING LIMITED WARRANTY IS THE ONLY WARRANTY MADE BY EZC AND STATES THE SOLE AND EXCLUSIVE REMEDIES FOR EZC OR SUPPLIERS' BREACH OF WARRANTY. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, WITH RESPECT AND ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE PATENTS EXTENT THE SAME CANNOT OR ANY LICENSE GRANTED MAY NOT BE EXCLUDED OR LIMITED BY MPP LAW APPLICABLE TO YOU IN YOUR JURISDICTION, EZC, AND PFIZER (IN ITS SUPPLIERS PROVIDE 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 SERVICE AND LICENSED KNOWSOFTWARE AS-HOW) OF PFIZER IS AND WITH ALL FAULTS AND EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, CONDITIONS, REPRESENTATIONS OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTYTERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY MATTER, INCLUDING BUT NOT LIMITED TO PERFORMANCE, SECURITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, MERCHANTABILITY, QUIET ENJOYMENT, SATISFACTORY QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE . IN PARTICULAR, EZC DOES NOT GUARANTEE UNINTERRUPTED, SECURE OR ERROR-FREE OPERATION OF EZC'S SERVERS FOR THE XXXXXXXXX.XXX SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE ABOVE DISCLAIMER MAY NOT APPLY. IN NO EVENT SHALL EZC BE LIABLE FOR LOST PROFITS OR SPECIAL, INCIDENTAL, INTANGIBLE OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR BREACH OF CONTRACT OR WARRANTY OR FOR NEGLIGENCE OR STRICT LIABILITY) ARISING OUT OF OR IN CONNECTION WITH REGARD TO THIS AGREEMENT OR THE SAFETY OR EFFICACY SERVICE, EVEN IF EZC HAS BEEN ADVISED OF THE COMPOUNDPOSSIBILITY OF SUCH DAMAGES. YOU UNDERSTAND THAT NOTHING IN THIS TERMS OF USE AGREEMENT CREATES FOR EZC AN OBLIGATION TO OR RIGHT ON BEHALF OF A THIRD PARTY, PRODUCT OR LICENSED PRODUCT AND IT YOU SHALL BE SOLELY RESPONSIBLE FOR ANY THIRD PARTY CLAIMS ARISING FROM YOUR USE OF THE SERVICE. USE OF THE SERVICE IS AT YOUR SOLE RESPONSIBILITY RISK. ANY MATERIAL DOWNLOADED OR OTHERWISE RECEIVED THROUGH THE USE OF LICENSEE THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE DONE TO ENSURE SUCH SAFETY YOUR OR EFFICACY.YOUR USERS COMPUTER SYSTEMS, AND/OR FOR ANY LOSS OF DATA RESULTING FROM USE OF THE SERVICE. NO INFORMATION OBTAINED FROM EZC OR THROUGH THE SERVICE, WHETHER ORAL OR WRITTEN, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. The provisions of clause 7.2 will survive the termination of this agreement, howsoever caused, but this will not imply or create any continued right to use the Software after termination of this Agreement

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-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 ’ S OR LICENSEE(S)’S 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-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 ACKNOWLEDGES AND AGREES THAT ADMINISTRATIVE AGENT AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES LENDERS ARE NOT MAKING ANY REPRESENTATION OR WARRANTY OF ANY KINDKIND OR NATURE INCLUDING, EXPRESS WITHOUT LIMITATION, ANY REPRESENTATION OR IMPLIEDWARRANTY WITH RESPECT TO (A) THE LOAN, THE LOAN DOCUMENTS, THE BORROWER OR THE MORTGAGED PROPERTY OR THE COLLATERAL, (B) THE BUSINESS OR FINANCIAL CONDITION OF BORROWER OR ANY GUARANTOR, (C) THE PHYSICAL CONDITION OF ANY PROPERTY OR ASSET COMPRISING ALL OR A PART OF ANY MORTGAGED PROPERTY OR THE COLLATERAL, (D) THE STATUS, PAYMENT OR NONPAYMENT OF ANY AMOUNTS DUE OR PAST DUE UNDER THE LOAN DOCUMENTS OR ANY REAL ESTATE TAXES OR ASSESSMENTS WITH RESPECT TO ANY MORTGAGED PROPERTY, (E) THE PRESENCE OR ABSENCE OF ANY HAZARDOUS WASTE, TOXIC SUBSTANCES, ASBESTOS OR ASBESTOS CONTAINING MATERIALS AFFECTING ANY MORTGAGED PROPERTY, (F) COMPLIANCE OR NON-COMPLIANCE OF THE MORTGAGED PROPERTY WITH ANY LAWS, RULES OR REGULATIONS, INCLUDING WITHOUT LIMITATION LIMITATION, THOSE REGARDING HAZARDOUS WASTE, TOXIC SUBSTANCES, ASBESTOS OR ASBESTOS CONTAINING MATERIALS, (G) THE LEASES, INCOME OR EXPENSES OF ANY EXPRESS MORTGAGED PROPERTY, (H) COMPLIANCE OF ANY MORTGAGED PROPERTY WITH ANY APPLICABLE BUILDING CODES, ZONING ORDINANCES OR IMPLIED WARRANTIES REGULATIONS, (I) THE CREDITWORTHINESS OF MERCHANTABILITY BORROWER OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN VALUE OF THE PFIZER-MPP AGREEMENT) HEREUNDERMORTGAGED PROPERTY, OR WITH RESPECT TO (J) THE COMPOUND, PRODUCT ENFORCEABILITY OR LICENSED PRODUCT, OR LEGAL SUFFICIENCY OF 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 LOAN DOCUMENTS. PURCHASER AGREES THAT IT IS ACCEPTING THE LOAN AND THE LOAN DOCUMENTS 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 EFFICACYIS.

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 TO REGARDING THE SAFETY EXISTENCE OR EFFICACY NON-EXISTENCE OF ANY SUCH ENVIRONMENTAL CONCERNS IN OR ON THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYPROPERTY.

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: E389DDA3-3EA0-4C1B-801D-93CD35BC54C2 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 ARTICLE 3, SELLER 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 COMPANY OR ANY OF THE SUBSIDIARIES, OR ANY OF THE COMPANY’S OR ANY 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 THIS ARTICLE 3, PURCHASER IS PURCHASING THE SHARES ON AN “AS-IS, WHERE-IS” BASIS. THE COMPANY, THE SUBSIDIARIES AND THE SELLER EXPRESSLY DISCLAIM ANY AND ALL LIABILITY AND RESPONSIBILITY FOR DATA, INFORMATION AND MATERIALS, FURNISHED AT ANY TIME TO PURCHASER, ITS OFFICERS, AGENTS, EMPLOYEES OR EFFICACY AFFILIATES IN CONNECTION WITH THE TRANSACTION CONTEMPLATED HEREIN. EXCEPT AS EXPRESSLY PROVIDED IN THIS ARTICLE 3, THE COMPANY’S OIL AND GAS INTERESTS ARE “AS-IS, WHERE-IS,” AND WITH ALL FAULTS IN THEIR PRESENT CONDITION AND STATE OF REPAIR, WITHOUT RECOURSE, AND THE COMPOUNDCOMPANY AND SELLER DISCLAIM ANY AND ALL REPRESENTATIONS CONCERNING THE COMPANY’S OIL AND GAS INTERESTS, PRODUCT EXPRESS, STATUTORY, IMPLIED OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYOTHERWISE.

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. (C) PURCHASER ACKNOWLEDGES THAT HAVING BEEN GIVEN A SUFFICIENT OPPORTUNITY TO INSPECT THE PROPERTY, AND TO REVIEW OTHER MATERIAL GIVEN TO PURCHASER, PURCHASER 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) 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 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) PURCHASER 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. EXCEPT AS EXPRESSLY SPECIFICALLY SET FORTH IN THIS AGREEMENT ARTICLE V, THE BUYER ACKNOWLEDGES AND AGREES THAT THE PFIZER-MPP AGREEMENTSELLER HAS NOT MADE, MPP DOES NOT MAKE, AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF EXPRESSLY DISCLAIMS ANY KINDWARRANTIES, REPRESENTATIONS, 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, QUALITY OR PHYSICAL CONDITION OF MERCHANTABILITY THE PURCHASED ASSETS, OR THEIR SUITABILITY OR FITNESS FOR A ANY PARTICULAR PURPOSEPURPOSE OR USE. THE BUYER AFFIRMS THAT IT (I) HAS HAD THE OPPORTUNITY PRIOR TO EXECUTION OF THIS AGREEMENT TO INVESTIGATE AND INSPECT THE PURCHASED ASSETS, AND (II) HAS MADE ITS OWN DETERMINATION AS TO THE (A) MERCHANTABILITY, HABITABILITY, QUALITY AND PHYSICAL CONDITION OF THE PURCHASED ASSETS AND (B) THE PURCHASED ASSETS' SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE. EXCEPT AS OTHERWISE SET FORTH HEREIN, INCLUDING THE INDEMNITY OBLIGATIONS IN ARTICLE VIII, THE BUYER HEREBY AGREES TO ACCEPT THE PURCHASED ASSETS AT CLOSING IN THEIR PRESENT PHYSICAL CONDITION ON AN "AS IS", "WHERE IS", AND "WITH ALL FAULTS AND DEFECTS" BASIS, REGARDLESS OF HOW CAUSED OR CREATED (INCLUDING BY THE SELLER'S NEGLIGENCE, ACTIONS, OMISSIONS, OR FAULT, PURSUANT TO ANY STATUTORY SCHEME, DUE TO STRICT LIABILITY, OR OTHERWISE), AND ACKNOWLEDGES THAT THE SELLER SHALL NOT BE UNDER ANY OBLIGATION WHATSOEVER PURSUANT TO THIS AGREEMENT OR OTHERWISE TO UNDERTAKE ANY IMPROVEMENT, REPAIR, MODIFICATION, ALTERATION, OR OTHER WORK OF ANY KIND 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 EFFICACYPURCHASED ASSETS.

Disclaimer. EXCEPT THE CERTN REFERRAL PARTNERSHIP PROGRAM AND ALL OTHER PRODUCTS, SERVICES AND RIGHTS PROVIDED OR OTHERWISE MADE AVAILABLE BY OR ON BEHALF OF CERTN ARE PROVIDED ON AN “AS EXPRESSLY SET FORTH IN THIS AGREEMENT IS” AND THE PFIZER-MPP AGREEMENT“AS AVAILABLE” BASIS WITHOUT GUARANTEE, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS 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 OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDERACCURACY, SATISFACTORY QUALITY, OR WITH RESPECT TO THE COMPOUNDARISING FROM A COURSE OF DEALING OR USAGE OF TRADE, PRODUCT OR LICENSED PRODUCTAND REMOTE HEREBY EXPRESSLY DISCLAIMS ALL SUCH REPRESENTATIONS AND WARRANTIES, 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, WHETHER EXPRESS OR IMPLIED, WITH REGARD OR ORAL OR WRITTEN. WAIVER. REFERRAL PARTNER UNDERSTANDS AND AGREES THAT, TO THE SAFETY FULLEST EXTENT PERMISSIBLE BY LAW, CERTN, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS, OPERATORS, SERVICE PROVIDERS, ADVERTISERS AND SUPPLIERS, SHALL NOT BE LIABLE FOR ANY LOSS OR EFFICACY DAMAGE, OF ANY KIND, DIRECT OR INDIRECT, IN CONNECTION WITH OR ARISING OUT OF THESE TERMS AND/OR FROM PARTICIPATION IN THE CERTN REFERRAL PARTNERSHIP PROGRAM, REGARDLESS OF THE COMPOUNDFORM OF ACTION OR THE BASIS OF THE CLAIM OR WHETHER OR NOT CERTN 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. (a) AS-IS, WHERE IS. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH PROVIDED IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (OR IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS DOCUMENTS EXECUTED AND EXTENDS NO DELIVERED BY SELLER AT CLOSING (THE “SELLER EXECUTED CLOSING AGREEMENTS”), THE SALE OF THE PROPERTY HEREUNDER IS AND WILL BE MADE ON AN “AS IS, WHERE IS” BASIS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN THE SELLER EXECUTED CLOSING AGREEMENTS, 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 MATTER. FURTHERMOREMATTER WHATSOEVER, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT INCLUDING, WITHOUT LIMITATION: (i) THE QUALITY, NATURE, ADEQUACY AND PHYSICAL CONDITION AND ASPECTS OF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THE STRUCTURAL ELEMENTS, SEISMIC ASPECTS OF THE PROPERTY, FOUNDATION, ROOF, APPURTENANCES, ACCESS, SIGNAGE, LANDSCAPING, PARKING FACILITIES OR THE LACK OF OWNERSHIP THEREOF AND THE ELECTRICAL, MECHANICAL, HVAC, PLUMBING, SEWAGE, AND UTILITY SYSTEMS, FACILITIES AND APPLIANCES, THE SQUARE FOOTAGE WITHIN THE UNITS, (ii) THE QUALITY, NATURE, ADEQUACY, AND PHYSICAL CONDITION OF SOILS, GEOLOGY AND ANY PATENT GROUNDWATER, (iii) THE EXISTENCE, QUALITY, NATURE, ADEQUACY AND PHYSICAL CONDITION OF UTILITIES SERVING THE PROPERTY, (iv) THE DEVELOPMENT POTENTIAL OF THE PROPERTY, AND THE PROPERTY’S USE, HABITABILITY, MERCHANTABILITY, OR FITNESS, SUITABILITY, VALUE OR ADEQUACY OF THE PROPERTY FOR ANY PARTICULAR PURPOSE, (v) THE ZONING AND OTHER PROPRIETARY RIGHTS INCLUDED IN LEGAL STATUS OF THE PATENTS IS VALID 3721766.8 -29- Gardere01 - 10003657v.4 PROPERTY, THE UNITS AND ANY OTHER PUBLIC OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S PRIVATE RESTRICTIONS ON USE OF THE PATENTSPROPERTY, LICENSED KNOW(vi) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH ANY APPLICABLE CODES, LAWS, REGULATIONS, STATUTES, ORDINANCES, COVENANTS, CONDITIONS AND RESTRICTIONS OF ANY GOVERNMENTAL OR QUASI-HOWGOVERNMENTAL ENTITY OR OF ANY OTHER PERSON OR ENTITY OR THE CONDOMINIUM DECLARATION, COMPOUND(vii) THE PRESENCE OF HAZARDOUS MATERIALS ON, PRODUCT UNDER OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ABOUT THE PROPERTY OR THE ADJOINING OR NEIGHBORING PROPERTY, (viii) THE QUALITY OF ANY PATENT RIGHTS LABOR AND MATERIALS USED IN ANY IMPROVEMENTS ON THE PROPERTY, (ix) THE CONDITION OF TITLE TO THE PROPERTY, (x) THE CONDOMINIUM DECLARATION, CONTRACTS, OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AGREEMENTS AFFECTING THE PROPERTY, AND PFIZER (IN THE PFIZER-MPP AGREEMENTxi) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE ECONOMICS 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 OPERATION OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYPROPERTY.

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 SHARES WITHOUT ANY EXPRESS, STATUTORY, OR IMPLIED WARRANTY OR REPRESENTATION OF ANY KINDKIND FROM SELLER, EXPRESS THE COMPANY, THE SUBSIDIARY, OR IMPLIEDANY OF THEIR RESPECTIVE AFFILIATES, INCLUDING WITHOUT LIMITATION WARRANTIES OR REPRESENTATIONS RELATING TO (I) THE COMPANY OR THE SUBSIDIARY, (II) TITLE OF THE COMPANY OR THE SUBSIDIARY IN AND TO THE PROPERTIES, (III) THE CONDITION OF THE PROPERTIES, (IV) ANY IMPLIED OR EXPRESS OR IMPLIED WARRANTIES WARRANTY OF MERCHANTABILITY OF THE PROPERTIES, (V) ANY IMPLIED OR EXPRESS WARRANTY OF THE FITNESS OF THE 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 SHARES BUYER ACCEPTS THE 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, COMPOUNDNEITHER SELLER, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE THE COMPANY NOR THE SUBSIDIARY MAKES 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 AMOUNT, VALUE, QUALITY, QUANTITY, VOLUME, OR DELIVERABILITY OF ANY OIL, GAS, OR OTHER 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 COMPOUNDPROPERTIES, PRODUCT (C) THE GEOLOGICAL 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 ENGINEERING CONDITION OF THE COMPOUNDOIL AND GAS PROPERTIES OR ANY VALUE THEREOF OR (D) THE ACCURACY, PRODUCT COMPLETENESS, OR LICENSED PRODUCT AND IT SHALL BE MATERIALITY OF ANY DATA, INFORMATION, OR RECORDS FURNISHED TO BUYER IN CONNECTION WITH THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY COMPANY, THE SUBSIDIARY OR EFFICACYTHE PROPERTIES. BUYER AGREES THAT THE FOREGOING DISCLAIMER IS "CONSPICUOUS."

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 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 NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR OTHERWISE, (A) THE EXPRESS REPRESENTATIONS ARE AND SHALL CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES TO BUYER IN CONNECTION WITH THIS AGREEMENT AND THE PFIZER-MPP AGREEMENTTRANSACTIONS CONTEMPLATED HEREBY, MPP AND PFIZER (IN B) EXCEPT FOR THE PFIZER-MPP AGREEMENT) MAKES NO EXPRESS REPRESENTATIONS AND EXTENDS NO WARRANTIES REFERRED TO IN CLAUSE (A) ABOVE, NONE OF THE SELLERS OR ANY OTHER GROUP COMPANY NOR 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 PURCHASED ASSETS, THE ASSUMED LIABILITIES OR THE BUSINESS OR ASSETS OR LIABILITIES OF ANY GROUP COMPANY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR OTHERWISE, EXCEPT FOR THE EXPRESS REPRESENTATIONS, 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 PURCHASED ASSETS, THE ASSUMED LIABILITIES OR THE BUSINESS OR THE ASSETS OR LIABILITIES OF ANY GROUP COMPANY, ARE HEREBY EXPRESSLY DISCLAIMED. BUYER REPRESENTS, WARRANTS, COVENANTS AND AGREES, ON BEHALF OF ITSELF AND ITS AFFILIATES, THAT IN DETERMINING TO ENTER INTO AND CONSUMMATE THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, IT IS 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 THE EXPRESS REPRESENTATIONS, AND THAT, IF THE CLOSING OCCURS, BUYER WILL ACQUIRE THE PURCHASED ASSETS AND ASSUME THE ASSUMED LIABILITIES 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”. Without limiting the generality of the immediately preceding paragraph, it is understood and agreed by Bxxxx, on behalf of itself and its Affiliates, (i) that any cost estimate, projection or other prediction, any data, any financial information or any memoranda or offering materials or presentations, including any memoranda and materials provided by Sellers, any direct or indirect holder of Sellers 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 the Express Representations and (ii) that no such Person has relied on any such cost estimate, projections or other prediction, any such data, any financial information or any such memoranda or materials. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR OTHERWISE, (A) THE REPRESENTATIONS SET FORTH IN ARTICLE 4 AND SECTION 11.14(D) OF THIS AGREEMENT ARE AND SHALL CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES TO SELLERS IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, AND (B) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES REFERRED TO IN CLAUSE (A) ABOVE, NONE OF BUYER NOR ANY OTHER PERSON HAS MADE OR IS MAKING ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP BUYER. SELLER REPRESENTS, WARRANTS, COVENANTS AND PFIZER (AGREES, ON BEHALF OF ITSELF AND ITS AFFILIATES, THAT IN THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT DETERMINING TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN ENTER INTO AND CONSUMMATE THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT AND THE OTHER TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, IT IS NOT RELYING UPON 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 MADE OR PURPORTEDLY MADE BY OR ON BEHALF OF THE COMPOUNDANY PERSON, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS THOSE EXPRESSLY MADE BY BUYER AS SET FORTH IN Article 4 AND LICENSED KNOW-HOWBY BUYER AND BUYER GUARANTOR IN SECTION 11.14(D) OF PFIZER OR ITS AFFILIATESTHIS AGREEMENT. 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.Signature Pages Follow)

Disclaimer. YOU ASSUME TOTAL RISK AND RESPONSIBILITY FOR YOUR USE OF THE FUNDING SERVICES. EXCEPT AS EXPRESSLY EXPRESLY SET FORTH IN THIS AGREEMENT THESE FUNDING TERMS AND CONDITIONS PROCESSOR WILL NOT BE LIABLE IN ANY WAY TO YOU OR ANY THIRD PARTY FOR (A) ANY INACCURACY, ERROR OR DELAY IN, OR OMISSION OF (I) ANY INFORMATION OR FUNDS OR (II) THE PFIZER-MPP AGREEMENTTRANSMISSION OR DELIVERY OF ANY SUCH FUNDS, MPP OR (B) ANY LOSS OR DAMAGE ARISING FROM OR OCCASIONED BY (I) ANY SUCH INACCURACY, ERROR, DELAY OR OMISSION, (II) NON‐ PERFORMANCE, OR (III) INTERRUPTION IN ANY SUCH INFORMATION FOR ANY REASON, INCLUDING BUT NOT LIMITED TO ANY NEGLIGENT ACT OR OMISSION BY PROCESSOR. THE NEXT DAY FUNDING AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS SAME DAY MONEY EXPRESS ARE PROVIDED “AS IS,” WITH ALL FAULTS, AND EXTENDS NO WARRANTIES WITHOUT WARRANTY OF ANY KIND. PROCESSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR AND IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR MERCHANTABILITY, QUIET ENJOYMENT, QUALITY OF INFORMATION, TITLE/NON‐INFRINGEMENT, 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 PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A PROCESSOR MAKES NO 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 COMPOUNDKIND, 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, IMPLIED WITH REGARD TO ANY HARDWARE, PRODUCTS, SOFTWARE, OR PROGRAMMING OBTAINED BY YOU FROM THIRD PARTIES (COLLECTIVELY, THE SAFETY OR EFFICACY “THIRD‐ PARTY ITEMS”) AND EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF THE COMPOUNDMERCHANTABILITY, PRODUCT OR LICENSED PRODUCT QUIET ENJOYMENT, QUALITY OF INFORMATION, TITLE/NON‐ INFRINGEMENT, AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE FITNESS FOR A PARTICULAR PURPOSE RELATED TO ENSURE SUCH SAFETY OR EFFICACYTHIRD‐ PARTY ITEMS.

Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT HEREIN, THE SERVICES TO BE PROVIDED BY ALLIED COLO TO CUSTOMER HEREUNDER ARE PROVIDED ON AN "AS IS, WHERE IS" BASIS AND NEITHER ALLIED COLO NOR ANY OF ITS AFFILIATES, SUCCESSORS, ASSIGNS, MEMBERS, OWNERS, MANAGERS, DIRECTORS, OFFICERS OR AGENTS OR ANY ALLIED COLO’ TELECOMMUNICATION OR INTERNET PROVIDERS (COLLECTIVELY, THE PFIZER-MPP AGREEMENT“ALLIED COLO RELATED PARTIES”) HAVE MADE, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF DO NOT HEREBY MAKE, ANY KINDWARRANTY, REPRESENTATIONS, CONDITIONS OR GUARANTEES, EITHER EXPRESS OR IMPLIED, INCLUDING EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, OF ANY KIND INCLUDING, WITHOUT LIMITATION ANY EXPRESS OR IMPLIED LIMITATION, WARRANTIES OF MERCHANTABILITY MERCHANTABILITY, NON-INFRINGEMENT, SATISFACTORY QUALITY AND/OR FITNESS FOR A PARTICULAR PURPOSEPURPOSE OR USE, WITH RESPECT TO THE PATENTS SERVICES AND/OR ANY LICENSE GRANTED EQUIPMENT PROVIDED BY MPP ALLIED COLO IN CONNECTION WITH THE SERVICES. ALLIED COLO, ON ITS OWN BEHALF 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 ON BEHALF OF THE PATENTSALLIED COLO RELATED PARTIES, LICENSED KNOW-HOWHEREBY EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES, COMPOUNDREPRESENTATIONS, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTYCONDITIONS AND GUARANTEES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE SPECIFICALLY, NONE OF THE COMPOUNDALLIED COLO RELATED PARTIES HAVE MADE, 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 HEREBY MAKE, ANY WARRANTY, EXPRESS REPRESENTATION, CONDITION OR IMPLIED, WITH REGARD GUARANTEE AS TO THE SAFETY OR EFFICACY QUALITY OF THE COMPOUNDSERVICES, PRODUCT THAT THE SERVICES OR LICENSED PRODUCT AND IT SHALL ANY EQUIPMENT PROVIDED BY ALLIED COLO IN CONNECTION WITH THE SERVICES. WILL MEET CUSTOMER’S REQUIREMENTS, BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY ERROR FREE OR EFFICACYOPERATE WITHOUT INTERRUPTION.

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Disclaimer. EXCEPT AS EXPRESSLY SET FORTH NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR OTHERWISE, (A) THE EXPRESS REPRESENTATIONS ARE AND SHALL CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES TO BUYER IN CONNECTION WITH THIS AGREEMENT AND THE PFIZER-MPP AGREEMENTTRANSACTIONS CONTEMPLATED HEREBY, MPP AND PFIZER (IN B) EXCEPT FOR THE PFIZER-MPP AGREEMENT) MAKES NO EXPRESS REPRESENTATIONS AND EXTENDS NO WARRANTIES REFERRED TO IN CLAUSE (A) ABOVE, NONE OF THE SELLERS OR ANY OTHER GROUP COMPANY NOR 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 PURCHASED ASSETS, THE ASSUMED LIABILITIES OR THE BUSINESS OR ASSETS OR LIABILITIES OF ANY GROUP COMPANY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR OTHERWISE, EXCEPT FOR THE EXPRESS REPRESENTATIONS, 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 PURCHASED ASSETS, THE ASSUMED LIABILITIES OR THE BUSINESS OR THE ASSETS OR LIABILITIES OF ANY GROUP COMPANY, ARE HEREBY EXPRESSLY DISCLAIMED. BUYER REPRESENTS, WARRANTS, COVENANTS AND AGREES, ON BEHALF OF ITSELF AND ITS AFFILIATES, THAT IN DETERMINING TO ENTER INTO AND CONSUMMATE THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, IT IS 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 THE EXPRESS REPRESENTATIONS, AND THAT, IF THE CLOSING OCCURS, BUYER WILL ACQUIRE THE PURCHASED ASSETS AND ASSUME THE ASSUMED LIABILITIES 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”. Without limiting the generality of the immediately preceding paragraph, it is understood and agreed by Bxxxx, on behalf of itself and its Affiliates, (i) that any cost estimate, projection or other prediction, any data, any financial information or any memoranda or offering materials or presentations, including any memoranda and materials provided by Sellers, any direct or indirect holder of Sellers 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 the Express Representations and (ii) that no such Person has relied on any such cost estimate, projections or other prediction, any such data, any financial information or any such memoranda or materials. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR OTHERWISE, (A) THE REPRESENTATIONS SET FORTH IN ARTICLE 4 OF THIS AGREEMENT ARE AND SHALL CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES TO SELLERS IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, AND (B) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES REFERRED TO IN CLAUSE (A) ABOVE, NONE OF BUYER NOR ANY OTHER PERSON HAS MADE OR IS MAKING ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP BUYER. SELLER REPRESENTS, WARRANTS, COVENANTS AND PFIZER (AGREES, ON BEHALF OF ITSELF AND ITS AFFILIATES, THAT IN THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT DETERMINING TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN ENTER INTO AND CONSUMMATE THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT AND THE OTHER TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, IT IS NOT RELYING UPON 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 MADE OR PURPORTEDLY MADE BY OR ON BEHALF OF THE COMPOUNDANY PERSON, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) THOSE EXPRESSLY MADE BY BUYER AS SET FORTH IN Article 4 OF PFIZER OR ITS AFFILIATESTHIS AGREEMENT. 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.Signature Pages Follow)

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN PROVIDED HEREIN, THE SVR CP SPECIFICATIONS AND ALL OTHER INFORMATION AND MATERIALS PROVIDED HEREUNDER ARE PROVIDED “AS IS”. SONY MAKES NO REPRESENTATION OR WARRANTY AS TO THE VALUE OR UTILITY OF THE LICENSED PATENTS, THE LICENSED KNOW-HOW AND COPYRIGHTS, OR OTHER INFORMATION TO BE SUPPLIED PURSUANT TO THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP SUCH AS BUT NOT LIMITED TO THE SVR CP SPECIFICATIONS AND PFIZER (IN OTHER TECHNICAL INFORMATION, IF ANY, OR THE PFIZER-MPP AGREEMENT) ABILITY OF LICENSEE TO MAKE USE THEREOF TO SECURE INTERCHANGEABILITY OR INTEROPERABILITY WITH OTHER LICENSED PRODUCTS. SONY MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EXPRESS REPRESENTATION 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 WHATSOEVER THAT THE MPP’S OR LICENSEE(S)’S USE OF THE LICENSED PATENTS, THE LICENSED KNOW-HOWHOW AND COPYRIGHTS OR OTHER INFORMATION, COMPOUND, PRODUCT INCLUDING BUT NOT LIMITED TO SVR CP SPECIFICATIONS SUPPLIED TO LICENSEE PURSUANT TO THIS AGREEMENT DOES NOT INFRINGE OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE CAUSE INFRINGEMENT OF ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS RIGHT OWNED OR CONTROLLED BY ANY THIRD PARTY. LICENSEE UNDERSTANDS AND AGREES THAT SONY MAKES NO WARRANTY WHATSOEVER THAT ANY MANUFACTURING, HAVING MANUFACTURED OR SELLING OF LICENSED PRODUCTS WILL BE FREE FROM INFRINGEMENT OF ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE SONY MAKES 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 STATUTORY OR OTHERWISE, AND EXPRESSLY DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ANY EQUIVALENTS UNDER THE LAWS OF ANY JURISDICTION THAT MIGHT ARISE FROM ANY ACTIVITIES OR INFORMATION DISCLOSURES RELATING TO THIS AGREEMENT. WITHOUT LIMITING THE SAFETY FOREGOING, SONY DOES NOT REPRESENT OR EFFICACY OF WARRANT THAT MG-R(SVR) FOR EMPR IS IMMUNE TO HACKING, CODE BREAKING, PIRACY OR OTHER EFFORTS TO CIRCUMVENT THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYTECHNOLOGY.

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. 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, SELLERS WILL CONVEY TO BUYER THE INTERESTS WITHOUT ANY EXPRESS, STATUTORY, OR IMPLIED WARRANTY OR REPRESENTATION OF ANY KIND FROM ANY OF THE SELLERS, THE COMPANY, CHIEF HOLDINGS, SELLERS’ REPRESENTATIVE OR ANY OF THEIR RESPECTIVE AFFILIATES, INCLUDING WARRANTIES OR REPRESENTATIONS RELATING TO (I) THE COMPANY, CHIEF HOLDINGS, SELLERS’ REPRESENTATIVE OR ANY SUBSIDIARY, (II) TITLE OF THE COMPANY, CHIEF HOLDINGS OR ANY SUBSIDIARY IN AND TO THE MIDSTREAM ASSETS, (III) THE CONDITION OF THE MIDSTREAM ASSETS, (IV) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY OF THE MIDSTREAM ASSETS, (V) ANY IMPLIED OR EXPRESS WARRANTY OF THE FITNESS OF THE MIDSTREAM 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, 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 BUYER ACCEPTS THE MIDSTREAM ASSETS “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 AGREEMENT, NONE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE SELLERS NOR SELLERS’ REPRESENTATIVE NOR CHIEF HOLDINGS NOR THE COMPANY MAKES 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 COMPOUNDMIDSTREAM 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 MIDSTREAM 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 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, NON-NEGOTIABLE (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 NON-NEGOTIABLE 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. (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 DEEDS, THE SALE OF THE PROPERTY HEREUNDER IS AND EXTENDS NO WILL BE MADE ON AN "AS IS, WHERE IS" BASIS AND 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 BUYER 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 PFIZER-MPP AGREEMENTDEEDS, THE CLOSING CERTIFICATE OR THE XXXX OF SALE, ASSIGNMENT AND ASSUMPTION [ADD ROOF WARRANTY ASSIGNMENT IF APPLICABLE]. (3) 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 DEEDS, PRODUCT THE CLOSING CERTIFICATE OR LICENSED PRODUCT THE XXXX OF SALE, ASSIGNMENT AND IT SHALL ASSUMPTION [ADD ROOF WARRANTY ASSIGNMENT IF APPLICABLE]. SELLER WILL NOT BE LIABLE FOR ANY NEGLIGENT MISREPRESENTATION OR ANY FAILURE TO INVESTIGATE THE SOLE RESPONSIBILITY OF LICENSEE PROPERTY NOR WILL SELLER BE BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, APPRAISALS, ENVIRONMENTAL ASSESSMENT REPORTS, OR OTHER INFORMATION PERTAINING TO ENSURE SUCH SAFETY THE 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. THE DEALERTRACK 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 DEALERTRACK 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 DEALERTRACK 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) DEALERTRACK 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) DEALERTRACK 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) DEALERTRACK MAKES NO REPRESENTATION, NOTHING WARRANTY OR COMMITMENT THAT THE DEALERTRACK 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 DEALERTRACK 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 DEALERTRACK 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. PURCHASER ACKNOWLEDGES THAT (A) EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE IV OR IN ANY EXHIBIT, SCHEDULE OR CERTIFICATE DELIVERED BY SELLER OR AN AFFILIATE OF SELLER PURSUANT TO THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, 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 XXXXX XXXXX FACILITY OR THE OPERATION THEREOF, THE ACQUIRED ASSETS, THE RESEARCH, DEVELOPMENT, MANUFACTURE, DISTRIBUTION, MARKETING OR SALE OF PRODUCTS BY SELLER OR SELLING AFFILIATES, ANY OTHER ASPECT OF THE RESPECTIVE BUSINESSES OF SELLER OR SELLING AFFILIATES OR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING THE XXXXX XXXXX FACILITY OR THE OPERATION THEREOF OR THE ACQUIRED ASSETS FURNISHED OR MADE AVAILABLE TO PURCHASER AND ITS REPRESENTATIVES, AND (B) PURCHASER HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY FROM SELLER OR ANY OTHER PERSON WITH RESPECT TO THE XXXXX XXXXX FACILITY OR THE OPERATION THEREOF, THE ACQUIRED ASSETS, THE MANUFACTURE, DISTRIBUTION, MARKETING OR SALE OF PRODUCTS BY SELLER OR SELLING AFFILIATES, ANY OTHER ASPECT OF THE RESPECTIVE BUSINESSES OF SELLER OR SELLING AFFILIATES OR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING THE XXXXX XXXXX FACILITY OR THE OPERATION THEREOF OR 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 EXPRESSLY SET FORTH IN ARTICLE IV OR IN ANY EXHIBIT, SCHEDULE OR CERTIFICATE DELIVERED BY SELLER OR AN AFFILIATE OF SELLER PURSUANT TO THIS AGREEMENT. EXCEPT AS PROVIDED IN THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, PURCHASER ACKNOWLEDGES THAT, SHOULD THE CLOSING OCCUR, PURCHASER SHALL ACQUIRE THE ACQUIRED ASSETS WITHOUT LIMITATION ANY EXPRESS REPRESENTATION OR IMPLIED WARRANTIES OF WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR A ANY PARTICULAR PURPOSE, WITH RESPECT TO IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS, AND PURCHASER 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 PATENTSPURCHASER 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 INJUNCTIONS 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. 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 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. BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND OR THE PFIZER-MPP AGREEMENTLEASE, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF SELLER HAS NOT MADE ANY KINDREPRESENTATIONS, WARRANTIES, GUARANTIES, PROMISES, STATEMENTS OR ASSURANCES WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING DIRECTLY OR THROUGH ANY EMPLOYEE OR AGENT, AS TO THE CONDITION OF THE PROPERTY OR ANY OTHER MATTER, INCLUDING, BUT NOT LIMITED TO, HAZARDOUS MATERIALS. WITHOUT LIMITATION LIMITING THE GENERALITY OF THE FOREGOING IN ANY EXPRESS WAY, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY IN THE LEASE, SELLER EXPRESSLY DISCLAIMS MAKING OR FITNESS FOR A PARTICULAR PURPOSE, HAVING MADE ANY REPRESENTATIONS OR WARRANTY WITH RESPECT TO THE PATENTS DOCUMENTS AND MATERIALS FURNISHED BY SELLER. BUYER ACKNOWLEDGES AND AGREES THAT EXCEPT FOR SELLER'S EXPRESS COVENANTS, REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT AND THE LEASE, SELLER SPECIFICALLY DISCLAIMS: (A) ALL MATTERS RELATING TO THE TITLE TOGETHER WITH ALL GOVERNMENTAL AND OTHER LEGAL REQUIREMENTS SUCH AS TAXES, ASSESSMENTS, ZONING, USE PERMIT REQUIREMENTS, BUILDING PERMIT REQUIREMENTS, BUILDING CODES AND OTHER DEVELOPMENT REQUIREMENTS; (B) THE PHYSICAL CONDITION OF THE PROPERTY; (C) ALL OTHER MATTERS OF ANY SIGNIFICANCE AFFECTING THE PROPERTY, WHETHER PHYSICAL IN NATURE OR ANY LICENSE GRANTED BY MPP AND PFIZER (INTANGIBLE IN NATURE, SUCH AS THE PFIZER-MPP AGREEMENT) HEREUNDER, OR POLITICAL CLIMATE WITH RESPECT TO THE COMPOUNDGOVERNMENTAL AGENCIES THAT HAVE JURISDICTION OVER THE PROPERTY, 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 DEVELOPMENT OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT PROPERTY 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 OPERATION OF THE COMPOUNDPROPERTY; (D) THE EXISTENCE, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS QUALITY, NATURE, ADEQUACY AND PHYSICAL CONDITION OF UTILITIES SERVING THE PROPERTY; (OTHER THAN E) 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 ECONOMICS OF THE COMPOUNDPRESENT OR FUTURE OWNERSHIP AND/OR OPERATION OF THE PROPERTY; AND (F) THE EXISTENCE OF HAZARDOUS MATERIALS IN, PRODUCT UNDER OR LICENSED PRODUCT AND IT SHALL BE AFFECTING THE SOLE RESPONSIBILITY PROPERTY; AND, BUYER IS PURCHASING THE PROPERTY "AS IS-WITH ALL DEFECTS" BASED UPON BUYER'S OWN INSPECTION OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACY.THE PROPERTY. /s/ /s/ Buyer's Initials Seller's Initials

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. EXCEPT AS EXPRESSLY SET FORTH PROVIDED IN THIS AGREEMENT SECTION 3.1 ABOVE, THE PARTIES’ INTELLECTUAL PROPERTY LICENSED HEREUNDER IS PROVIDED “AS IS,” AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO NEITHER PARTY RECEIVES ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION BY STATUTE, COMMUNICATION OR CONDUCT WITH THE OTHER PARTY, OR OTHERWISE. EACH PARTY SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSESPECIFIC PURPOSE OR NON-INFRINGEMENT CONCERNING ITS INTELLECTUAL PROPERTY LICENSED HEREUNDER. WITHOUT LIMITING THE FOREGOING, WITH RESPECT TO THE PATENTS (A) NEITHER PARTY PROVIDES A WARRANTY THAT ITS INTELLECTUAL PROPERTY LICENSED HEREUNDER OR ANY LICENSE GRANTED BY MPP PORTION THEREOF IS ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION OR LOSS OF DATA, AND PFIZER NEITHER PARTY PROVIDES ANY WARRANTY REGARDING THE USE OF ITS INTELLECTUAL PROPERTY LICENSED HEREUNDER OR THE RESULTS THEREFROM, INCLUDING, WITHOUT LIMITATION, ITS CORRECTNESS, ACCURACY OR RELIABILITY AND (IN THE PFIZER-MPP AGREEMENTB) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS (I) A WARRANTY OR REPRESENTATION BY EITHER PARTY AS TO THE VALIDITY OR SCOPE OF ANY INTELLECTUAL PROPERTY LICENSED HEREUNDER; (II) A WARRANTY OR REPRESENTATION THAT ANY PATENT ACTS LICENSED 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 IMMUNIZED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER BE FREE FROM INFRINGEMENT OF 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 COMPOUNDPROPERTY, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS THOSE UNDER WHICH LICENSES, IMMUNITIES AND LICENSED KNOW-HOWOTHER RIGHTS HAVE BEEN GRANTED HEREUNDER; (III) AN AGREEMENT TO BRING OR PROSECUTE ACTIONS OR SUITS AGAINST THIRD PARTIES FOR INFRINGEMENT OR AGREEMENT CONFERRING ANY RIGHT TO BRING OR PROSECUTE ACTIONS OR SUITS AGAINST THIRD PARTIES FOR INFRINGEMENT; OR (IV) CONFERRING ANY RIGHT TO USE, IN ADVERTISING, PUBLICITY, OR OTHERWISE, ANY TRADEMARK OR TRADE NAME, OR ANY CONTRACTION, ABBREVIATION OR SIMULATION THEREOF, 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 EFFICACYEITHER PARTY.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) EPIX 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 EPIX PATENTS OR EPIX KNOW-HOW OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) EPIX HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT ANY EPIX PROGRAM 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 EPIX PATENTS IS ARE VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED EPIX PATENTS AND EPIX 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 , GSK MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY GSK PATENT OR GSK CONFIDENTIAL INFORMATION OR ANY LICENSE GRANTED BY GSK HEREUNDER, OR WITH RESPECT TO ANY GSK DEVELOPMENT COMPOUNDS OR LICENSED PRODUCTS. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE GSK PATENTS ARE VALID OR ENFORCEABLE OR THAT USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL GSK PATENTS AND GSK KNOW-HOW CONTEMPLATED HEREUNDER DOES NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN OF ANY THIRD PARTY. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE PATENTS AND LICENSED KNOW-HOW) SECRETARY OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD COMMISSION PURSUANT TO THE SAFETY OR EFFICACY COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYEXCHANGE ACT; [*] DENOTES OMISSIONS.