Common use of Negation of Warranties and Indemnity Clause in Contracts

Negation of Warranties and Indemnity. 12.1. Nothing in this Agreement shall be construed as: a) a warranty or representation by Roche as to the validity or scope of any Licensed Technology; b) a warranty or representation that the practice of the Licensed Technology is or will be free from infringement of patents of Third Parties (however, Roche is not aware of any such infringement and no such claim has been made); c) an obligation to bring or prosecute actions or suits against Third Parties for infringement; 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; e) conferring by implication, estoppel or otherwise any license, right or immunity under any patents or patent applications of Roche other than those specified in PCR Technology, regardless of whether such patents and patent applications are dominant or subordinate to those in PCR Technology; f) an obligation to furnish any know-how not provided in PCR Technology; or g) creating any agency, partnership, joint venture or similar relationship between Roche and Specialty Labs. 12.2. ROCHE MAKES NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 12.3. Specialty Labs acknowledges that the technology licensed hereby is experimental in nature and agrees to take all reasonable precautions to prevent death, personal injury, illness and property damage from the use of such technology. Specialty Labs shall assume full responsibility for its use of the Licensed Technology and shall defend, indemnify and hold Roche 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 Specialty Labs of the Licensed Technology, except that Specialty Labs shall not be liable to Roche for injury or damage arising solely because of Roche's negligence. As used in this Section, "Specialty Labs" includes its officers, directors, agents and employees. 12.4. Roche warrants and represents that it has the right and power to grant this immunity from suit to Specialty Labs and that the granting of such immunity does not require the consent or approval of a Third Party. Roche does hereby place Specialty Labs on notice, however, that the Xxxxxxx Kodak Company ("Kodak") has asserted certain interests in PCR Technology, which assertions are the subject of an arbitration proceeding between Kodak, Roche and the Cetus Corporation (now part of Chiron). Roche believes that any claims Kodak has asserted or may assert, as would impact this Agreement, are without merit. However, The Parties expressly agree that Roche will not be held responsible or liable in any way to Specialty Labs in the event that Kodak is found to have certain rights in PCR Technology that may impact this Agreement or the rights granted hereunder.

Negation of Warranties and Indemnity. 12.1. 12.1 Nothing in this Agreement shall be construed as: (a) a warranty or representation by Roche as to the validity or scope of any Licensed Technology; (b) a warranty or representation that the practice of the Licensed Technology is or will be free from infringement of patents of Third Parties (however, Roche is not aware of any such infringement and no such claim has been made); (c) an obligation to bring or prosecute actions or suits against Third Parties for infringement; (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; (e) conferring by implication, estoppel or otherwise any license, right or immunity under any patents or patent applications of Roche other than those specified in PCR Technology, regardless of whether such patents and patent applications are dominant or subordinate to those in PCR Technology; (f) an obligation to furnish any know-how not provided in PCR Technology; or (g) creating any agency, partnership, joint venture or similar relationship between Roche and Specialty LabsMGI. 12.2. 12.2 ROCHE MAKES NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 12.3. Specialty Labs 12.3 MGI acknowledges that the technology licensed hereby is experimental in nature newly developed, and agrees to take all reasonable precautions to prevent death, personal injury, illness and property damage from the use of such technology. Specialty Labs MGI shall assume full responsibility for its use of the Licensed Technology and shall defend, indemnify and hold Roche 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 action, in view of the use by Specialty Labs MGI, including its officers, directors, agents and employees, of the Licensed Technology, except that Specialty Labs MGI shall not be liable to Roche for injury or damage arising solely because of Roche's negligence. As used in this Section, "Specialty Labs" includes its officers, directors, agents and employees. 12.4. 12.4 Roche warrants and represents that it is has the right and power to grant this immunity from suit to Specialty Labs MGI and that the granting of such immunity does not require the consent or approval of a Third Party. Roche does hereby place Specialty Labs MGI on notice, however, that the Xxxxxxx Kodak Company ("Kodak") has asserted certain interests in PCR Technology, which assertions are the subject of an arbitration proceeding between Kodak, Roche and the Cetus Corporation (now part of Chiron). Roche believes that any claims Kodak has asserted or may assert, as would impact this Agreement, are without merit. However, The Parties expressly agree that Roche will not be held responsible or liable in any way to Specialty Labs MGI in the event that Kodak is found to have certain rights in PCR Technology that may impact this Agreement or the rights granted hereunder, except that Roche agrees to refund to MGI that portion of the royalties actually paid to Roche by MGI under this Agreement which portion of the royalties is held by a final decree in the above-mentioned arbitration to belong to Kodak. In no event shall Roche's refund to MGI exceed the total royalties MGI already paid to Roche.

Negation of Warranties and Indemnity. 12.1. 9.1 Nothing in this Agreement shall be construed as: a) a warranty or representation by Roche ROCHE as to the validity or scope of any Licensed patent included within PCR Technology; b) a warranty or representation that the practice manufacture, use or sale of the Licensed Technology Products is or will be free from infringement of patents of Third Parties (however, Roche is not aware of any such infringement and no such claim has been made)Parties; c) an obligation to bring or prosecute actions or suits against Third Parties for infringement; 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 RocheROCHE; e) conferring by implication, estoppel or otherwise any licenselicenses, right immunities or immunity rights under any patents or patent applications of Roche ROCHE other than those specified in PCR Technology, regardless of whether such other patents and patent applications are dominant or subordinate to those in PCR Technology; f) an obligation to furnish any know-how not provided in PCR Technology; or g) creating any agency, partnership, joint venture or similar relationship between Roche ROCHE and Specialty LabsLIFECODES. 12.2. 9.2 ROCHE MAKES NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 12.3. Specialty Labs acknowledges that the technology licensed hereby is experimental in nature and agrees to take all reasonable precautions to prevent death, personal injury, illness and property damage from the use of such technology. Specialty Labs 9.3 LIFECODES shall assume full responsibility for its use of the PCR Technology and sale of Licensed Technology Products and shall defend, indemnify and hold Roche ROCHE 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 action, in view of the use by Specialty Labs LIFECODES, including its officers, directors, agents and employees, of the Licensed PCR Technology, except that Specialty Labs LIFECODES shall not be liable to Roche ROCHE for injury or damage arising solely because of RocheROCHE's negligence. As used in this Section, "Specialty Labs" includes its officers, directors, agents and employees. 12.4. Roche warrants and represents that it has the right and power to grant this immunity from suit to Specialty Labs and that the granting of such immunity does not require the consent or approval of a Third Party. Roche does hereby place Specialty Labs on notice, however, that the Xxxxxxx Kodak Company ("Kodak") has asserted certain interests in PCR Technology, which assertions are the subject of an arbitration proceeding between Kodak, Roche and the Cetus Corporation (now part of Chiron). Roche believes that any claims Kodak has asserted or may assert, as would impact this Agreement, are without merit. However, The Parties expressly agree that Roche will not be held responsible or liable in any way to Specialty Labs in the event that Kodak is found to have certain rights in PCR Technology that may impact this Agreement or the rights granted hereunder.

Negation of Warranties and Indemnity. 12.1. Nothing in this Agreement shall be construed as: (a) a warranty or representation by Roche RMS as to the validity or scope of any Licensed Technology; (b) a warranty or representation that the practice of the Licensed Technology is or will be free from infringement of patents of Third Parties (however, Roche is not aware of any such infringement and no such claim has been made)Parties; (c) an obligation to bring or prosecute actions or suits against Third Parties for infringement; (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 RocheRMS; (e) conferring by implication, estoppel or otherwise any license, right or immunity under any patents or patent applications of Roche RMS other than those specified in PCR Technology, regardless of whether such patents and patent applications are dominant or subordinate to those in PCR Technology; (f) an obligation to furnish any know-how not provided in PCR Technology; or (g) creating any agency, partnership, joint venture or similar relationship between Roche RMS and Specialty LabsGenica. 12.2. ROCHE RMS MAKES NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 12.3. Specialty Labs Genica acknowledges that the technology licensed hereby is experimental in nature newly developed, and agrees to take all reasonable precautions to prevent death, personal injury, illness and property damage from the use of such technology. Specialty Labs Genica shall assume full responsibility for its use of the Licensed Technology and shall defend, indemnify and hold Roche RMS 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 (collectively "Damages"), resulting from the use by Specialty Labs of the Licensed TechnologyGenica, except that Specialty Labs shall not be liable to Roche for injury or damage arising solely because of Roche's negligence. As used in this Section, "Specialty Labs" includes including its officers, directors, agents and employees, of the Licensed Technology except, and to the extent that such Damages are caused by the negligence or willful misconduct of RMS. 12.4. Roche warrants and represents that it has the right and power to grant this immunity from suit to Specialty Labs and that the granting of such immunity does not require the consent or approval of a Third Party. Roche does hereby place Specialty Labs on notice, however, that the Xxxxxxx Kodak Company ("Kodak") has asserted certain interests in PCR Technology, which assertions are the subject of an arbitration proceeding between Kodak, Roche and the Cetus Corporation (now part of Chiron). Roche believes that any claims Kodak has asserted or may assert, as would impact this Agreement, are without merit. However, The Parties expressly agree that Roche will not be held responsible or liable in any way to Specialty Labs in the event that Kodak is found to have certain rights in PCR Technology that may impact this Agreement or the rights granted hereunder.

Negation of Warranties and Indemnity. 12.1. 11.1 Nothing in this Agreement shall be construed as: a) a warranty or representation by Roche RMS as to the validity or scope of any Licensed Technologypatent included within LICENSED TECHNOLOGY; b) a warranty or representation that the practice of the Licensed Technology is LICENSED TECHNOLOGY and/or the performance of LICENSED CLINICAL SERVICES are or will be free from infringement of patents of Third Parties (however, Roche is not aware of any such infringement and no such claim has been made)THIRD PARTIES; c) an obligation to bring or prosecute actions or suits against Third Parties THIRD PARTIES for infringement; 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 RocheRMS; e) conferring by implication, estoppel or otherwise any license, right or immunity under any patents or patent applications of Roche RMS other than those specified in PCR TechnologyLICENSED TECHNOLOGY, regardless of whether such other patents and patent applications are dominant or subordinate to those in PCR TechnologyLICENSED TECHNOLOGY; f) an obligation to furnish any know-how not provided in PCR TechnologyLICENSED TECHNOLOGY; or g) creating any agency, partnership, joint venture or similar relationship between Roche RIM and Specialty LabsSLI. 12.2. ROCHE 11.2 RMS MAKES NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 12.3. Specialty Labs acknowledges that the technology licensed hereby is experimental in nature and agrees to take all reasonable precautions to prevent death, personal injury, illness and property damage from the use of such technology. Specialty Labs 11.3 SLI shall assume full responsibility for its use of the Licensed Technology LICENSED TECHNOLOGY and shall defend, indemnify and hold Roche RMS 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 (collectively "Damages"), resulting from the use by Specialty Labs of the Licensed TechnologySLI, except that Specialty Labs shall not be liable to Roche for injury or damage arising solely because of Roche's negligence. As used in this Section, "Specialty Labs" includes including its officers, directors, agents and employees, of the LICENSED Technology except, and to the extent that such Damages are caused by the negligence or willful misconduct of RMS. 12.4. Roche warrants and represents that it has the right and power to grant this immunity from suit to Specialty Labs and that the granting of such immunity does not require the consent or approval of a Third Party. Roche does hereby place Specialty Labs on notice, however, that the Xxxxxxx Kodak Company ("Kodak") has asserted certain interests in PCR Technology, which assertions are the subject of an arbitration proceeding between Kodak, Roche and the Cetus Corporation (now part of Chiron). Roche believes that any claims Kodak has asserted or may assert, as would impact this Agreement, are without merit. However, The Parties expressly agree that Roche will not be held responsible or liable in any way to Specialty Labs in the event that Kodak is found to have certain rights in PCR Technology that may impact this Agreement or the rights granted hereunder.