Common use of Negation of Warranties and Indemnity Clause in Contracts

Negation of Warranties and Indemnity. 10.1 Nothing in this Agreement shall be construed as: a) a warranty or representation by ROCHE as to the validity or scope of any patent included within TAQ PATENT RIGHTS, AMPLIFICATION PATENT RIGHTS or SEQUENCING PATENT RIGHTS; b) a warranty or representation that the practice of TAQ PATENT RIGHTS, AMPLIFICATION PATENT RIGHTS or SEQUENCING PATENT RIGHTS is or will be free from infringement of patents of third parties; c) an obligation to bring or prosecute actions or suits against third parties for infringement, provided however, that this clause shall not alter SCS' rights and ROCHE's obligations under Section 7.1; d) except as expressly set forth herein, conferring the right to use in advertising, publicity or otherwise any trademark, trade name, or names, or any contraction, abbreviation, simulation or adaptation thereof, of ROCHE or P-E; e) conferring by implication, estoppel or otherwise any licenses, immunities or rights under any patents or patent applications of ROCHE other than those specified in TAQ PATENT RIGHTS and AMPLIFICATION PATENT RIGHTS and SEQUENCING PATENT RIGHTS, regardless of whether such other patents or patent applications are dominant or subordinate to those in TAQ PATENT RIGHTS, AMPLIFICATION PATENT RIGHTS or SEQUENCING PATENT RIGHTS, or under any thermal cycler or other instrument patent, or to perform PCR in a thermal cycler that is not an AUTHORIZED THERMAL CYCLER or a LICENSED THERMAL CYCLER, or to make or sell any thermal cycler or other instrument for the automated performance of the PCR Process; f) an obligation to furnish any know-how not provided in TAQ PATENT RIGHTS, AMPLIFICATION PATENT RIGHTS, and SEQUENCING PATENT RIGHTS; or g) creating any agency, partnership, joint venture or similar relationship between ROCHE and/or P-E on the one hand, and SCS on the other hand. 10.2 ROCHE MAKES NO EXPRESS OR IMLIED WARRANTIES OF MERCHANTABILTY OR FITNESS FOR A PARTICULAR PURPOSE. 10.3 Notwithstanding the foregoing, ROCHE warrants and represents that it has the right and authority to enter into this Agreement and to grant the licenses provided in Sections 2 and 5.

Negation of Warranties and Indemnity. 10.1 Nothing in this Agreement shall be construed as: a) a warranty or representation by ROCHE as to the validity or scope of any patent included within TAQ POLYMERASE PATENT RIGHTS, AMPLIFICATION PATENT RIGHTS, SEQUENCING PATENT RIGHTS or SEQUENCING RT AND RT-PCR PATENT RIGHTS; b) a warranty or representation that the practice of TAQ POLYMERASE PATENT RIGHTS, AMPLIFICATION PATENT RIGHTS, SEQUENCING PATENT RIGHTS or SEQUENCING RT AND RT-PCR PATENT RIGHTS is or will be free from infringement of patents of third parties; c) an obligation to bring or prosecute actions or suits against third parties for infringement, provided provided, however, that this clause shall not alter SCS' INVITROGEN's rights and ROCHE's obligations under Section 7.1; d) except as expressly set forth herein, conferring the right to use in advertising, publicity or otherwise any trademark, trade name, or names, or any contraction, abbreviation, simulation or adaptation thereof, of ROCHE or P-E; e) conferring by implication, estoppel or otherwise any licenses, immunities or rights under any patents or patent applications of ROCHE other than those specified in TAQ POLYMERASE PATENT RIGHTS, AMPLIFICATION PATENT RIGHTS, SEQUENCING PATENT RIGHTS and AMPLIFICATION PATENT RIGHTS and SEQUENCING or RT AND RT-PCR PATENT RIGHTS, regardless of whether such other patents or patent applications are dominant or subordinate to those in TAQ POLYMERASE PATENT RIGHTS, AMPLIFICATION PATENT RIGHTS, SEQUENCING PATENT RIGHTS or SEQUENCING RT AND RT-PCR PATENT RIGHTS, or under any thermal cycler or other instrument patent, or to perform PCR in a the thermal cycler that is not an AUTHORIZED THERMAL CYCLER or a LICENSED THERMAL CYCLER, or to make or sell any thermal cycler or other instrument for the automated performance of the PCR ProcessPROCESS; f) an obligation to furnish any know-how not provided in TAQ POLYMERASE PATENT RIGHTS, AMPLIFICATION PATENT RIGHTS, SEQUENCING PATENT RIGHTS and SEQUENCING RT AND RT-PCR PATENT RIGHTS; or g) creating any agency, partnership, joint venture or similar relationship between ROCHE and/or P-E on the one hand, and SCS INVITROGEN on the other hand. 10.2 ROCHE MAKES NO EXPRESS OR IMLIED IMPLIED WARRANTIES OF MERCHANTABILTY MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 10.3 Notwithstanding the foregoing, ROCHE warrants and represents that it has the right and authority to enter into this Agreement and to grant the licenses provided in Sections 2 and 5. 10.4 The provisions of Section 10.1 and 10.2 regarding warranties and representations by ROCHE shall be specifically included in any sublicense granted by INVITROGEN. Enzyme/PCR Research Products 24 v.2061097

Negation of Warranties and Indemnity. 10.1 Nothing in this Agreement shall be construed as: : a) a warranty or representation by ROCHE ABI as to the validity validity, enforceability or scope of any patent included within TAQ PATENT RIGHTS, AMPLIFICATION PATENT RIGHTS or SEQUENCING PATENT RIGHTS; patent; b) a warranty or representation that anything made, used, sold, or otherwise disposed of pursuant to this Agreement is or will be free from infringement of patents or other intangible rights of third parties; or a warranty or representation that the practice of TAQ PATENT RIGHTS(or making, AMPLIFICATION PATENT RIGHTS using, selling, offering, importing or SEQUENCING PATENT RIGHTS transferring products licensed under the Real-Time Apparatus Patent Rights) under the Real-Time Apparatus Patent Rights is or will be free from infringement of patents of third parties; Third Parties; c) an obligation by ABI to bring file any patent application, secure any patent, or prosecute actions maintain any patent in force; d) any obligations of ABI to prosecute, enforce or suits against third parties for infringement, provided however, that this clause shall not alter SCS' sublicense its patent rights and ROCHE's obligations under Section 7.1; dto (or against) Third Party infringers; e) except as expressly set forth herein, conferring upon Licensee the right to use in advertising, publicity or otherwise otherwise, in any trademarkform, trade name, or namesthe name of, or any contractiontrademark or trade name of, abbreviation, simulation ABI or adaptation thereof, any of ROCHE or P-E; eits affiliates; f) conferring granting by implication, estoppel estoppel, or otherwise otherwise, any licenseslicense, immunities immunity or rights under any patents patents, trade secrets, know-how, copyrights, or patent applications other intangible rights of ROCHE ABI other than those specified in TAQ PATENT RIGHTS and AMPLIFICATION PATENT RIGHTS and SEQUENCING PATENT RIGHTS, the express licenses granted under the Real-Time Apparatus Patent Rights pursuant to Article 2 regardless of whether such other patents or patent applications are is dominant or subordinate to those the patents under which rights are granted in TAQ PATENT RIGHTS, AMPLIFICATION PATENT RIGHTS or SEQUENCING PATENT RIGHTS, or under any thermal cycler or other instrument patent, or to perform PCR in a thermal cycler that is not an AUTHORIZED THERMAL CYCLER or a LICENSED THERMAL CYCLER, or to make or sell any thermal cycler or other instrument for the automated performance of the PCR Process; fthis Agreement; g) an obligation to furnish any know-how not provided in TAQ PATENT RIGHTS, AMPLIFICATION PATENT RIGHTS, and SEQUENCING PATENT RIGHTShow; or gor h) creating any agency, partnership, joint venture or similar relationship between ROCHE and/or PABI and Licensee. Without limiting the foregoing, nothing herein shall be construed to convey to Licensee any rights, licenses or immunities from suit under the Real-E on Time Apparatus Patent Rights outside of the one handTerritory or outside of the Field. Licensee acknowledges that ABI will be under no obligation to offer Licensee any license under the Real-Time Apparatus Patent Rights outside the Territory or outside of the Field and if Licensee offers any such licenses, ABI reserves the right to demand royalties or other payments that are less favorable to Licensee than the royalties and SCS on the other handpayments required under this Agreement. 10.2 ROCHE EXCEPT AS EXPRESSLY STATED HEREIN, ABI MAKES NO EXPRESS OR IMLIED IMPLIED WARRANTIES OF MERCHANTABILTY OR ANY KIND (INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSEPURPOSE OR NONINFRINGEMENT) WITH RESPECT TO THE REAL-TIME APPARATUS PATENT RIGHTS, THE PRACTICE OF THE LICENSE HEREUNDER OR THE MAKING, USING OR SELLING OF PRODUCTS LICENSED HEREUNDER. IN NO EVENT SHALL ABI BE LIABLE FOR ANY SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION LOST PROFITS). 10.3 Notwithstanding Licensee shall assume full responsibility for its operation under the foregoingpatents under which rights are granted in this Agreement, ROCHE the manufacture of Licensed Real-Time Thermal Cyclers and the use thereof and shall defend, indemnify and hold ABI harmless from and against all liability, demands, damages, expenses (including attorneys' fees) and losses for death, personal injury, illness, property damage or any other injury or damage, including any damages or expenses arising in connection with state or federal regulatory action, in view of the use by Licensee, its officers, directors, agents and employees of the Real-Time Apparatus Patent Rights and the manufacture and use of Licensed Real-Time Thermal Cyclers except that Licensee shall not be liable to ABI for injury or damage arising solely because of ABI's negligence. 10.4 ABI represents and warrants to Licensee that ABI is the sole and represents exclusive owner of all right, title and interest in the Real-Time Apparatus Patent Rights, and such Real-Time Apparatus Patent Rights are not subject to any encumbrance, lien or claim of ownership by any Third Party that it has would encumber the right and authority rights granted to enter into Licensee in this Agreement and to grant the licenses provided in Sections 2 and 5.Agreement