Common use of Hospira’s Warranties and Covenants Clause in Contracts

Hospira’s Warranties and Covenants. Hospira represents and warrants to Theravance that: (a) all Product that Hospira delivers to Theravance pursuant to this Agreement shall, at the time of delivery, not be adulterated or misbranded within the meaning of the Act or within the meaning of any other Applicable Law in which the definitions of adulteration and misbranding are substantially the same as those contained in the Act, as the Act and such laws are constituted and effective at the time of delivery and will not be an article which may not under the provisions of Sections 404 and 505 of the Act be introduced into interstate commerce; (b) all Product Hospira delivers to Theravance pursuant to this Agreement shall, at the time of delivery, be free from defects in material and workmanship and shall be: (i) manufactured in accordance and conformity with the Product Specifications; (ii) manufactured in compliance with all Applicable Laws, including those relating to the environment, food or drugs and occupational health and safety, including those enforced or promulgated by the FDA, Health Canada and EMA (including compliance with cGMP) and (iii) at the time of delivery free and clear of any and all encumbrances, liens and other Third Party claims, with good and marketable title thereto transferred to Theravance. (c) in its performance of its obligations under the Statement of Work and this Agreement, Hospira will not knowingly incorporate into the manufacturing process any patents or know-how of a Third Party for which it does not have a license that permits it to do so and/or to be able to grant to Theravance the licenses and other rights otherwise required to be granted to Theravance hereunder; (d) Hospira’s performance of its obligations under this Agreement will not result in a material violation or breach of any agreement, contract, commitment or obligation to which Hospira is a party or by which it is bound and will not conflict with or constitute a default under its corporate charter or bylaws; (e) the foregoing warranties shall not extend to any nonconformity or defect which relates to or is caused by API and/or the Excipient supplied by Theravance to Hospira. Except for Hospira’s indemnity obligations in Section 8.3, the replacement provisions of Sections 5.4(c) and (d), 5.12(d) and 7.9(b) shall be Theravance’s sole and exclusive remedy for nonconforming or defective Products; and ***CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (f) HOSPIRA MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO PRODUCT. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED BY HOSPIRA.

Hospira’s Warranties and Covenants. (a) Hospira represents and warrants to Theravance that: (a) Genzyme that all Product that Products Hospira delivers to Theravance Genzyme pursuant to this Master Agreement shall, at the time of delivery, not be [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. adulterated or misbranded within the meaning of the Act or within the meaning of any other Applicable Law in which the definitions of adulteration and misbranding are substantially the same as those contained in the Act, as the Act and such laws Applicable Laws are constituted and effective at the time of delivery delivery, and will not be an article which may not may, under the provisions of Sections 404 and 505 of the Act Act, be introduced into interstate commerce;. (b) Hospira further represents and warrants to Genzyme that all Product Products Hospira delivers to Theravance Genzyme pursuant to this Master Agreement shall, at the time of deliverydelivery and through the expiration date of the Products, be free from defects in material and workmanship and shall bebe Manufactured: (ia) manufactured in accordance and conformity with with, and shall meet, the Product SpecificationsSpecifications set forth in the relevant Project SOW; and (iib) manufactured in compliance with all Applicable Laws, Laws including those relating to the environment, food or drugs and occupational health and safetysafety including, including without limitation, those enforced or promulgated by the FDAFDA or any other applicable Regulatory Authority (including, Health Canada and EMA (including without limitation, compliance with cGMP) and (iii) at the time of delivery free and clear of any and all encumbrances, liens and other Third Party claims, with good and marketable title thereto transferred to Theravance). (c) in its performance of its obligations under the Statement of Work Hospira further represents and this Agreement, Hospira will not knowingly incorporate into the manufacturing process any patents or know-how of a Third Party for which it does not have a license warrants to Genzyme that permits it to do so and/or to be able to grant to Theravance the licenses and other rights otherwise required to be granted to Theravance hereunder; (d) Hospira’s performance of its obligations under this Master Agreement will not result in a material violation or breach of any agreement, contract, commitment or obligation to which Hospira is a party or by which it is bound and will not conflict with or constitute a default under its Certificate of Incorporation or corporate charter or bylaws;. (ed) the The foregoing warranties shall not extend to any nonconformity or defect which relates to or is caused by API and/or the Excipient Bulk supplied by Theravance Genzyme to Hospira. Except for Hospira’s indemnity obligations in Subject to Section 8.311.4, the replacement provisions of Sections 5.4(c) and (d), 5.12(d) and 7.9(b7.1(f) shall be TheravanceGenzyme’s sole and exclusive remedy for nonconforming or defective Products; and ***CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (f) HOSPIRA MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO PRODUCT. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED BY HOSPIRA.

Hospira’s Warranties and Covenants. (a) Hospira represents and warrants to Theravance that: (a) Genzyme that all Product that Products Hospira delivers to Theravance Genzyme pursuant to this Agreement shall, at the time of delivery, not be adulterated or misbranded within the meaning of the Act or within the meaning of any other Applicable Law in which the definitions of adulteration and misbranding are substantially the same as those contained in the Act, as the Act and such laws are constituted and effective at the time of delivery and will not be an article which may not under the provisions of Sections 404 and 505 of the Act be introduced into interstate commerce;. (b) Hospira further represents and warrants to Genzyme that all Product Products Hospira delivers to Theravance Genzyme pursuant to this Agreement shall, at the time of deliverydelivery and for the shelf life of the Products, be free from defects in material and workmanship and shall bebe manufactured: (ia) manufactured in accordance and conformity with the Product Specifications; and (iib) manufactured in compliance with all Applicable Laws, Laws including those relating to the environment, food or drugs and occupational health and safety, including including, without limitation, those enforced or promulgated by the FDAFDA (including, Health Canada and EMA (including without limitation, compliance with cGMP) and (iii) at the time of delivery free and clear of any and all encumbrances, liens and other Third Party claims, with good and marketable title thereto transferred to TheravancecGMPs). (c) in its performance of its obligations under the Statement of Work Hospira further represents and this Agreement, Hospira will not knowingly incorporate into the manufacturing process any patents or know-how of a Third Party for which it does not have a license warrants to Genzyme that permits it to do so and/or to be able to grant to Theravance the licenses and other rights otherwise required to be granted to Theravance hereunder; (d) Hospira’s performance of its obligations under this Agreement will not result in a material violation or breach of any agreement, contract, commitment or obligation to which Hospira is a party Party or by which it is bound and will not conflict with or constitute a default under its Certificate of Incorporation or corporate charter or bylaws;. (ed) the The foregoing warranties shall not extend to any nonconformity or defect which relates to or is caused by API and/or the Excipient Bulk supplied by Theravance Genzyme to Hospira. Except for Hospira’s indemnity obligations in Subject to Section 8.3, the replacement provisions of Sections 5.4(c) and (d), 5.12(d) and 7.9(b5.3(c) shall be TheravanceGenzyme’s sole and exclusive remedy for nonconforming or defective Products; and . [***CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (f) HOSPIRA An unredacted version of this exhibit has been filed separately with the Commission. EACH PARTY MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO PRODUCT. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED BY HOSPIRADISCLAIMED.

Hospira’s Warranties and Covenants. Hospira represents and warrants to Theravance Durata that: (a) all Product that Hospira delivers to Theravance Durata pursuant to this Agreement shall, at the time of delivery, not be adulterated or misbranded within the meaning of the Act or within the meaning of any other all Applicable Law in which the definitions of adulteration and misbranding are substantially the same as those contained in the Act, as the Act and such laws are constituted and effective at the time of delivery delivery, and will not be an article which may not under the provisions of Sections 404 and 505 of the Act be introduced into interstate commerce; (b) all Product Hospira delivers to Theravance Durata pursuant to this Agreement shall, at the time of delivery, be free from defects in material and workmanship and shall be: (i) manufactured and tested in accordance and conformity with the Product Specifications, Manufacturing Process and the Master Batch Record; (ii) manufactured in compliance with all Applicable Laws, including those relating to the environment, food or drugs and occupational health and safety, including those enforced or promulgated by the FDA, Health Canada and EMA FDA (including compliance with cGMP) ); and (iii) at the time of delivery transferred to Durata free and clear of any and all encumbrances, liens and other Third Party claims, with good and marketable title thereto transferred to Theravance.or encumbrances of any kind; (c) Hospira owns or lawfully controls the Facility, has the permits required to operate the Facility, and the Facility shall be maintained in accordance with cGMP and in such condition as will allow Hospira to manufacture Products in compliance with cGMP, in conformance with the Master Batch Record, and in compliance with all Applicable Laws; (d) In its performance of its obligations under the Statement of Work Project Plan and this Agreement, Hospira will not knowingly incorporate into the manufacturing process Manufacturing Process any patents or know-how of a Third Party for which it does not have a license that permits it to do so and/or to be able to grant to Theravance Durata the licenses and other rights otherwise required to be granted to Theravance Durata hereunder; (de) Hospira’s performance of its obligations under this Agreement will not result in a material violation or breach of any agreement, contract, commitment or obligation to which Hospira is a party or by which it is bound and will not conflict with or constitute a default under its corporate charter or bylaws; (ef) the The foregoing warranties shall not extend to any nonconformity or defect which relates to or is caused by API and/or at the Excipient time such API is supplied by Theravance Durata to Hospira. Except for Hospira’s indemnity ; (g) Neither it, nor any of its officers, directors or employees expected to perform services hereunder has been debarred or convicted of a crime which could lead to debarment under 21 U.S.C. Section 335a and 335b and that it will not in the performance of its obligations in Section 8.3, under this Agreement use the replacement services of any person debarred or suspended under 21 U.S.C. §335(a) or (b); and (h) Hospira has the authority to terminate the Prior Confidentiality Agreement and to bind its Affiliates to the provisions of Sections 5.4(c) and (d), 5.12(d) and 7.9(b) shall be TheravanceArticle 11 herein with respect to Durata’s sole and exclusive remedy for nonconforming or defective Products; and ***CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONSConfidential Information. (f) HOSPIRA MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO PRODUCT. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED BY HOSPIRA.

Hospira’s Warranties and Covenants. Hospira represents and warrants to Theravance Kythera that: (a) all Product that Hospira delivers to Theravance Kythera pursuant to this Agreement shall, at the time of delivery, not be adulterated or misbranded within the meaning of the Act or within the meaning of any other all Applicable Law in which the definitions of adulteration and misbranding are substantially the same as those contained in the Act, as the Act and such laws are constituted and effective at the time of delivery and will not be an article which may not under the provisions of Sections 404 and 505 of the Act be introduced into interstate commerce; (b) all Product Hospira delivers to Theravance Kythera pursuant to this Agreement shall, at the time of delivery, be free from defects in material and workmanship and shall bebe manufactured: (i) manufactured in accordance and conformity with the Product Specifications; and (ii) manufactured in compliance with all Applicable Laws, including those relating to the environment, food or drugs and occupational health and safety, including including, without limitation, those enforced or promulgated by the FDAFDA and the HPFBI (including, Health Canada and EMA (including without limitation, compliance with cGMP) and (iii) at the time of delivery free and clear of any and all encumbrances, liens and other Third Party claims, with good and marketable title thereto transferred to Theravance.); (c) in its performance of its obligations under the Statement of Work and this Agreement, Hospira will not knowingly incorporate into the manufacturing process any patents or know-how of a Third Party for which it does not have a license that permits it to do so and/or to be able to grant to Theravance the licenses and other rights otherwise required to be granted to Theravance hereunder; (d) Hospira’s performance of its obligations under this Agreement will not result in a material violation or breach of any agreement, contract, commitment or obligation to which Hospira is a party or by which it is bound and will not conflict with or constitute a default under its corporate charter or bylaws; (ed) the The foregoing warranties shall not extend to any nonconformity or defect which relates to or is caused by API and/or the Excipient supplied by Theravance Kythera to Hospira. Except for Hospira’s indemnity obligations in Section 8.3, the replacement provisions of Sections 5.4(c) and (d), 5.12(d) and 7.9(b) shall be Theravance’s sole and exclusive remedy for nonconforming or defective Products; and ***CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.; (fe) HOSPIRA MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO PRODUCT. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED BY HOSPIRA.

Hospira’s Warranties and Covenants. (a) Hospira represents and warrants to Theravance that: (a) all Product MediciNova that the Products Hospira delivers to Theravance MediciNova pursuant to this Agreement shall, : (i) at the time of delivery, not be adulterated or misbranded within the meaning of the Act or within the meaning of any other Applicable Law applicable state or municipal law in which the definitions of adulteration and misbranding are substantially the same as those contained in the Act, as the Act and such laws are constituted and effective at the time of delivery and delivery; (ii) will not be an article which may not under the provisions of Sections 404 and 505 of the Act be introduced into interstate commerce;; and (iii) for Vial Products, have at the date of delivery an expiry date of not less than [***], assuming [***] of total shelf life, and [***] assuming [***] of total shelf life; and (iv) for Kits, have at the date of delivery an expiry date of not less than [***], assuming [***] of total shelf life for the ADD-Vantage diluent container. Certain information in this exhibit, marked by brackets and asterisks [***], has been omitted and will be filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to the omitted portions. (b) all Product Hospira further represents and warrants to MediciNova that the Products Hospira delivers to Theravance MediciNova pursuant to this Agreement shall, at the time of delivery, be free from defects in material and workmanship and shall behave been manufactured: (i) manufactured in accordance and conformity with the Product Specifications; and (ii) manufactured in compliance with all Applicable Laws, including those relating to the environment, food or drugs and occupational health and safety, including those enforced or promulgated by the FDA, Health Canada and EMA (including compliance with cGMP) and (iii) at the time of delivery free and clear of any and all encumbrances, liens and other Third Party claims, with good and marketable title thereto transferred to TheravanceLaw. (c) in its performance of its obligations under the Statement of Work Hospira further represents and this Agreement, Hospira will not knowingly incorporate into the manufacturing process any patents or know-how of a Third Party for which it does not have a license warrants to MediciNova that permits it to do so and/or to be able to grant to Theravance the licenses and other rights otherwise required to be granted to Theravance hereunder; (d) Hospira’s performance of its obligations under this Agreement will not result in a material violation or breach of any agreement, contract, commitment or obligation to which Hospira or its Affiliates is a party or by which it is bound and will not conflict with or constitute a default under its Certificate of Incorporation or corporate charter bylaws. Hospira shall obtain and maintain all licenses and permits useful or bylaws;necessary in order to meet its obligations hereunder. (ed) the The foregoing warranties shall not extend to any nonconformity or defect which to the extent that such nonconformity or defect relates to or is caused by API and/or the Excipient as supplied by Theravance MediciNova to Hospira. Except for . (e) Hospira further represents and warrants that it shall perform all obligations hereunder in compliance with all Applicable Laws, Hospira’s indemnity obligations in Section 8.3standard operating procedures, and consistently high standards of workmanship and professionalism. With respect to Product delivered hereunder, Hospira has, and shall have, all the replacement provisions rights necessary to manufacture and sell as part of Sections 5.4(c) and (d), 5.12(d) and 7.9(b) shall be Theravance’s sole and exclusive remedy for nonconforming or defective Products; and ***CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONSthe Product the ADD-Vantage® Drug Delivery System components. (f) EXCEPT AS SET FORTH IN THIS AGREEMENT, HOSPIRA MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO PRODUCTTHE PRODUCTS. ALL OTHER WARRANTIES, EXPRESS OR IMPLIEDINCLUDING WITHOUT LIMITATION, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED BY HOSPIRA, PROVIDED THE FOREGOING IN NO WAY LESSENS THE FORCE, COVERAGE OR EFFECT OF ANY WARRANTY SET FORTH IN THIS AGREEMENT.

Hospira’s Warranties and Covenants. (a) Hospira represents and warrants to Theravance that: (a) all Theratechnologies that the Product that Hospira delivers to Theravance Theratechnologies pursuant to this Agreement shall, at the time of delivery, not be adulterated or misbranded within the meaning of the Act Federal Food, Drug and Cosmetic Act, as amended (the “Act”), or within the meaning of any other Applicable Law applicable state or municipal law in which the definitions of adulteration and misbranding are substantially the same as those contained in the Act, as the Act and such laws are constituted and effective at the time of delivery and will not be an article which may not under the provisions of Sections 404 and 505 of the Act be introduced into interstate commerce;. (b) all Hospira further represents and warrants to Theratechnologies that Product Hospira delivers to Theravance Theratechnologies pursuant to this Agreement shall, at the time of delivery, be free from defects in material and workmanship and shall bebe manufactured: (i) manufactured in accordance and conformity with the Product Specifications; and (ii) manufactured in compliance with all Applicable Lawsapplicable statutes, laws, rules or regulations, including those relating to the environment, food or drugs and occupational health and safety, including including, without limitation, those enforced or promulgated by the FDAFDA (including, Health Canada and EMA (including without limitation, compliance with cGMP) and (iii) at the time of delivery free and clear of any and all encumbrances, liens and other Third Party claims, with good and marketable title thereto transferred to TheravancecGMPs). (c) in its performance of its obligations under the Statement of Work Hospira further represents and this Agreement, Hospira will not knowingly incorporate into the manufacturing process any patents or know-how of a Third Party for which it does not have a license warrants to Theratechnologies that permits it to do so and/or to be able to grant to Theravance the licenses and other rights otherwise required to be granted to Theravance hereunder; (d) Hospira’s performance of its obligations under this Agreement will not result in a material violation or breach of any agreement, contract, commitment or obligation to which Hospira is a party or by which it is bound and will not conflict with or constitute a default under its Certificate of Incorporation or corporate charter or bylaws; (e) the foregoing warranties shall not extend to any nonconformity or defect which relates to or is caused by API and/or the Excipient supplied by Theravance to Hospira. Except for Hospira’s indemnity obligations in Section 8.3, the replacement provisions of Sections 5.4(c) and Theratechnologies — Hospira Diluent Agreement (d), 5.12(d) and 7.9(b) shall be Theravance’s sole and exclusive remedy for nonconforming or defective Products; and ***CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (f) HOSPIRA MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO PRODUCT. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED BY HOSPIRA.

Hospira’s Warranties and Covenants. Hospira represents and warrants to Theravance Revance that: (a) all Product that Hospira delivers to Theravance Revance pursuant to this Agreement shall, at the time of delivery, not be adulterated or misbranded within the meaning of the Act or within the meaning of any other all Applicable Law in which the definitions of adulteration and misbranding are substantially the same as those contained in the Act, as the Act and such laws are constituted and effective at the time of delivery and will not be an article which may not under the provisions of Sections 404 and 505 of the Act be introduced into interstate commerce; (b) all Product Hospira delivers to Theravance Revance pursuant to this Agreement shall, at the time of delivery, be free from defects in material and workmanship and shall bebe manufactured: (i) manufactured in accordance and conformity with the Product Specifications; and (ii) manufactured in compliance with all Applicable Laws, including those relating to the environment, food or drugs and occupational health and safety, including including, without limitation, those enforced or promulgated by the FDAFDA (including, Health Canada and EMA (including without limitation, compliance with cGMP) and (iii) at the time of delivery free and clear of any and all encumbrances, liens and other Third Party claims, with good and marketable title thereto transferred to Theravance.); (c) in its performance of its obligations under the Statement of Work and this Agreement, Hospira will not knowingly incorporate into the manufacturing process any patents or know-how of a Third Party for which it does not have a license that permits it to do so and/or to be able to grant to Theravance the licenses and other rights otherwise required to be granted to Theravance hereunder; (d) Hospira’s performance of its obligations under this Agreement will not result in a material violation or breach of any agreement, contract, commitment or obligation to which Hospira is a party or by which it is bound and will not conflict with or constitute a default under its corporate charter or bylaws, or violate any Applicable Law; (d) All services and other work under this Agreement will be performed in a professional, diligent and workmanlike manner in accordance with standard industry practices; [ ] = 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 406 of the Securities Act of 1933, as amended. (e) the foregoing warranties shall not extend to any nonconformity or defect which relates to or is caused by API and/or the Excipient supplied by Theravance to Hospira. Except for Hospira’s indemnity manufacturing processes not specifically required by the Product Specifications will not infringe, misappropriate or violate any intellectual property or proprietary rights of any Third Party; and (f) that Hospira does not use nor will it use in the future use in any capacity the services of any person debarred under Section (a) or (b) of 21 U.S.C. Section 335a in performing its obligations in under this Agreement. (g) Subject to Section 8.37.3, the replacement provisions of Sections 5.4(c) and (d), 5.12(d) and 7.9(bSection 4.10(c) shall be TheravanceRevances’s sole and exclusive remedy for nonconforming or defective Products; and ***CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONSProduct. (fh) HOSPIRA NEITHER PARTY MAKES NO ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO PRODUCTTHE SUBJECT MATTER OF THIS AGREEMENT. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED BY HOSPIRADISCLAIMED.