Common use of Product Warranties Clause in Contracts

Product Warranties. 4.1 RPS warrants and represents that the Compound manufactured by RPS and delivered to BioNumerik, its affiliates or sub-licensee(s) hereunder shall conform to the Specifications (except as otherwise provided in Section 2.2 hereof) when delivered and, when expressly required by the Project Description, be manufactured in accordance with all applicable laws and regulations relating to the manufacture of the Compound, including but not limited to, current U. S. FDA Good Manufacturing Practices (cGMP) and ICH guidelines. RPS will maintain at least 25 to 50 grams of the Compound from each batch produced as a retained sample. Such retained sample will be maintained at RPS' facility and RPS will store such retained sample under suitable storage conditions adequate for the purpose of development as specified by BioNumerik. RPS further represents and warrants that RPS is not aware that the manufacturing process for the Compound or the Product or the use of such process [**] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. infringes or will infringe the claims under any patent or other intellectual property right of RPS or any third party; RPS will immediately inform BioNumerik if it should become aware of any such infringement or potential infringement. EXCEPT FOR THE FOREGOING, RPS MAKES NO WARRANTY OR REPRESENTATION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY REPRESENTATION OR ANY WARRANTY THAT USE OF THE PROCESS FOR MANUFACTURE OF THE PRODUCT OR USE OR SALE OF PRODUCT, WHETHER OR NOT SUCH PRODUCT IS MADE BY THE PROCESS FOR MANUFACTURE OF THE PRODUCT, WILL NOT INFRINGE THE CLAIMS UNDER ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHT OF RPS OR ANY THIRD PARTY.

Product Warranties. 4.1 RPS A. Seller warrants and represents that the Compound manufactured by RPS Products furnished under this Agreement shall be free from defects in material and delivered workmanship and meets specifications. This warranty is applicable only if the Products have had normal utilization within the published specifications as modified from time to BioNumeriktime, its affiliates or sub-licensee(s) hereunder shall conform to the Specifications (except as otherwise provided in Section 2.2 hereof) when delivered and, when expressly required by the Project Description, be manufactured have been maintained in accordance with all applicable laws recommended procedures, use Seller's approved parts and regulations relating have not been modified or altered in a manner not approved by Seller. Any Product found therein defective within one (1) year of original shipping date from Seller's facility shall be returned to Seller and the defective component within the returned Product will be repaired or replaced at the option and expense of Seller. Shipping cost to the manufacture Seller's facility shall be paid by Buyer and Seller will return the Products at its expense. Any extended warranty over and above the aforementioned one (1) year term may be mutually agreed, and if agreed upon will be memorialized in writing via an amendment to this Agreement. Repair or replacement of a part under this warranty shall neither extend nor decrease the warranty period. If Seller has cooperated with Buyer on the design of a Product and Buyer has tested and accepted the design and later a defect in the design is uncovered by Buyer, Buyer will promptly notify Seller in writing of the Compound, including but not limited to, current U. S. FDA Good Manufacturing Practices (cGMP) and ICH guidelinesdesign defect. RPS will maintain at least 25 Sellers' only obligation to 50 grams of Buyer as it pertains to the Compound from each batch produced as a retained sample. Such retained sample design defect will be maintained at RPS' facility and RPS to cooperate with Buyer to modify the design to meet Customer's requirements. Seller will store such retained sample under suitable storage conditions adequate for the purpose of development as specified by BioNumeriknot be obligated to refurbish any Products sold to Buyer prior to Seller's written notification. RPS further represents and warrants that RPS is not aware that the manufacturing process for the Compound or the Product or the use of such process [**] CERTAIN INFORMATION THE WARRANTIES SET FORTH IN THIS EXHIBIT HAS BEEN OMITTED SECTION AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO OBLIGATIONS AND LIABILITIES THEREUNDER ARE IN LIEU OF, AND THE OMITTED PORTIONS. infringes or will infringe the claims under any patent or other intellectual property right of RPS or any third party; RPS will immediately inform BioNumerik if it should become aware of any such infringement or potential infringement. EXCEPT FOR THE FOREGOINGBUYER HEREBY WAIVES, RPS MAKES NO ALL IMPLIED GUARANTEES AND WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OR REPRESENTATION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY AND OR FITNESS FOR A PARTICULAR PURPOSE AND PURPOSE. SECTION IX LIMITATION OF LIABILITY A. IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES (INCLUDING ANY REPRESENTATION LOSS OF PROFIT, REVENUE OR ANY WARRANTY THAT USE DATA) ARISING UNDER THIS AGREEMENT, EVEN IF SELLER HAS BEEN ADVISED OF THE PROCESS POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE, OR FOR MANUFACTURE OF THE PRODUCT ANY CLAIM OR USE OR SALE OF PRODUCT, WHETHER OR NOT SUCH PRODUCT IS MADE ACTION BROUGHT AGAINST BUYER BY THE PROCESS FOR MANUFACTURE OF THE PRODUCT, WILL NOT INFRINGE THE CLAIMS UNDER ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHT OF RPS OR ANY THIRD PARTY.

Product Warranties. 4.1 RPS warrants and represents that the Compound manufactured by RPS and All products manufactured, sold or delivered to BioNumerik, its affiliates or sub-licensee(s) hereunder shall conform to the Specifications (except as otherwise provided in Section 2.2 hereof) when delivered and, when expressly required by the Project Description, be manufactured Company or any of the Retained Subsidiaries or part of the Retained Businesses (including all such products in accordance current inventory) have been in conformity in all material respects with all applicable laws contractual commitments and regulations applicable law and all express and implied warranties, and neither the Company nor any of the Retained Subsidiaries has any liability (and, to the Company's knowledge, there is no reasonable basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against it giving rise to any such liability) for replacement thereof or other damages in connection therewith in excess of any warranty reserve specifically established with respect thereto and included on the face of the Latest Balance Sheet (rather than the notes thereto) or to be included on the Closing Statement. Except as set forth on the attached Products Warranty Schedule, no products manufactured, sold or delivered by the Company or any of the Retained Subsidiaries or Retained Businesses are subject to any guaranty, warranty or other indemnity beyond the applicable standard terms and conditions of such sale as described on the attached Product Warranty Schedule (including as a result of any course of conduct between the Company or any of Retained Subsidiaries and any Person or as a result of any statements in any of the Company's or any of the Retained Subsidiaries' product or promotional literature). The attached Product Warranty Schedule includes copies of such 33 standard terms and conditions of sale for the Company and the Retained Subsidiaries (containing applicable guaranty, warranty and indemnity provisions). Neither the Company nor any of the its Retained Subsidiaries has been notified in writing of any claims for (and the Company has no knowledge of any threatened claims for) any extraordinary product returns, warranty obligations or product services relating to any of its products or services. Except as set forth on the manufacture attached Product Recall Schedule, there have been no product recalls, withdrawals or seizures with respect to any products manufactured, sold or delivered by the Company or any of the Compound, including but not limited to, current U. S. FDA Good Manufacturing Practices (cGMP) and ICH guidelines. RPS will maintain at least 25 to 50 grams of the Compound from each batch produced as a retained sample. Such retained sample will be maintained at RPS' facility and RPS will store such retained sample under suitable storage conditions adequate for the purpose of development as specified by BioNumerik. RPS further represents and warrants that RPS is not aware that the manufacturing process for the Compound or the Product or the use of such process [**] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. infringes or will infringe the claims under any patent or other intellectual property right of RPS or any third party; RPS will immediately inform BioNumerik if it should become aware of any such infringement or potential infringement. EXCEPT FOR THE FOREGOING, RPS MAKES NO WARRANTY OR REPRESENTATION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY REPRESENTATION OR ANY WARRANTY THAT USE OF THE PROCESS FOR MANUFACTURE OF THE PRODUCT OR USE OR SALE OF PRODUCT, WHETHER OR NOT SUCH PRODUCT IS MADE BY THE PROCESS FOR MANUFACTURE OF THE PRODUCT, WILL NOT INFRINGE THE CLAIMS UNDER ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHT OF RPS OR ANY THIRD PARTYRetained Subsidiaries.

Product Warranties. 4.1 RPS SPT represents and warrants to PGx that Product manufactured and represents that the Compound manufactured by RPS and delivered sold to BioNumerik, its affiliates or sub-licensee(s) PGx hereunder shall (i) as of delivery to the Exchange Point pursuant to Section 4.1, conform to the Specifications NDA, the Quality Agreement, and the Specifications; (except ii) as otherwise provided in Section 2.2 hereof) when delivered and, when expressly required by the Project Description, be manufactured in accordance with all applicable laws and regulations relating of delivery to the manufacture Exchange Point pursuant to Section 4.1, not be misbranded or adulterated within the meaning of the CompoundUnited States Federal Food, Drug and Cosmetic Act and any other Applicable Law (to be clear, this subclause (ii) does not apply with respect to any branding, representations or other statements by PGx regarding the Product that may cause it to be “misbranded” under Applicable Law); (iii) not have been manufactured more than [*] months before the Delivery Date (measured from date of manufacture which, for purposes of this Section 10.1 shall mean the date when the Product is dried after the final process but before the physical processes such as 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. milling, micronization, and blending); (iii) as of delivery to the Exchange Point pursuant to Section 4.1, comply with Applicable Law, including but not limited towithout limitation, current U. S. FDA Good Manufacturing Practices all Health Registrations and cGMPs; and (cGMPiv) comply with Applicable Law, including without limitation, all Health Registrations and ICH guidelinescGMPs; and (v) be delivered to PGx or its designee with good title, free from any security interest, lien, or other encumbrance. RPS will maintain at least 25 to 50 grams of the Compound from each batch produced as a retained sample. Such retained sample will be maintained at RPS' facility and RPS will store such retained sample under suitable storage conditions adequate for the purpose of development as specified by BioNumerik. RPS SPT further represents and warrants that RPS is not aware that that: (x) the manufacturing process Facility and any storage facilities used to store Product shall comply with Applicable Law; and (y) it has, and will maintain throughout the term of this CSA, all permits, licenses, authorizations and approvals as required by any Governmental Authority or Regulatory Authority in order for the Compound or the Product or the use of such process [**] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. infringes or will infringe the claims under any patent or other intellectual property right of RPS or any third party; RPS will immediately inform BioNumerik if it should become aware of any such infringement or potential infringement. EXCEPT FOR THE FOREGOINGSPT to execute, RPS MAKES NO WARRANTY OR REPRESENTATION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY REPRESENTATION OR ANY WARRANTY THAT USE OF THE PROCESS FOR MANUFACTURE OF THE PRODUCT OR USE OR SALE OF PRODUCT, WHETHER OR NOT SUCH PRODUCT IS MADE BY THE PROCESS FOR MANUFACTURE OF THE PRODUCT, WILL NOT INFRINGE THE CLAIMS UNDER ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHT OF RPS OR ANY THIRD PARTYdeliver and perform its obligations hereunder.

Product Warranties. 4.1 RPS Seller warrants to Buyer that at the time of delivery Seller will have good title to all goods supplied to Buyer and represents the right to convey title to such goods to Buyer free and clear of all liens. Seller further warrants to Buyer, to the best of its knowledge, that the Compound manufactured by RPS and delivered to BioNumerik, its affiliates or sub-licensee(s) hereunder shall all such goods will conform to the Specifications (except as otherwise provided specifications, drawings, samples, or other description furnished or specified by Seller or agreed to in Section 2.2 hereof) when delivered andwriting by Seller, when expressly required and will be free from defects in material and workmanship. Buyer will not be relieved of its obligation to verify the suitability of our products and processes for the use or application intended by him. Seller reserves the Project Description, right to make technical modifications in the course of its product development. Seller further warrants that any services it provides hereunder will be manufactured performed in accordance with all applicable laws and regulations a workmanlike manner. In the event of justified claims relating to the manufacture quality of the Compoundgoods delivered, including but not limited toSeller reserves the right to either replace or repair the goods. If repair fails to remedy the defects, current U. S. FDA Good Manufacturing Practices (cGMP) and ICH guidelines. RPS will maintain at least 25 to 50 grams of the Compound from each batch produced as a retained sample. Such retained sample will be maintained at RPS' facility and RPS will store such retained sample under suitable storage conditions adequate for the purpose of development as specified by BioNumerik. RPS further represents and warrants that RPS is not aware that the manufacturing process for the Compound or the Product replacement goods are defective, Purchaser shall be entitled in its discretion, to either make a setoff from the purchase price or to rescind the use contract. Damage claims relating to non-conforming products are subject to the limitations set forth under Clause 9 hereunder. The warranties stated in this Clause 5 are the only representations and warranties Seller has given Buyer in connection with the provision of such process [**] CERTAIN INFORMATION goods to Buyer. Except as set forth in this Clause 5, Seller has not made and hereby expressly disclaims any other or further representation or warranty, either express or implied, concerning the goods. THE WARRANTIES GIVEN IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. infringes or will infringe the claims under any patent or other intellectual property right of RPS or any third party; RPS will immediately inform BioNumerik if it should become aware of any such infringement or potential infringement. EXCEPT FOR THE FOREGOINGCLAUSE 5 ARE IN LIEU OF ALL OTHER WARRANTIES SELLER MIGHT HAVE GIVEN BUYER, RPS MAKES NO WARRANTY OR REPRESENTATION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE INCLUDING WARRANTIES OF MERCHANTABILITY AND WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE INTENDED USE. Subject to Clause 9 hereunder, all other warranties Seller or anyone purporting to represent Seller may have given, or which may be provided or implied by law or commercial practice, ARE HEREBY EXCLUDED.  5a. TOOLS AND ANY REPRESENTATION OR ANY WARRANTY THAT USE OF THE PROCESS FOR MANUFACTURE OF THE PRODUCT OR USE OR SALE OF PRODUCT, WHETHER OR NOT SUCH PRODUCT IS MADE BY THE PROCESS FOR MANUFACTURE OF THE PRODUCT, WILL NOT INFRINGE THE CLAIMS UNDER ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHT OF RPS OR ANY THIRD PARTY.MODELS - Tools and models remain property of Seller even if Buyer pays for them totally or partially. 

Product Warranties. 4.1 RPS Eon warrants that all products sold by Eon to Xxxxxx-Xxxxx pursuant to this Agreement will conform and represents perform in accordance with the Specifications, will not be defective in materials or workmanship at the time of manufacture and shipment, and will have been manufactured, Labeled, Packaged, tested and shipped in compliance with the applicable ANDA, CGMP and the Act. Without limitation, Eon warrants that the Compound manufactured Products delivered by RPS and delivered Eon to BioNumerik, its affiliates or subXxxxxx-licensee(s) hereunder Xxxxx shall conform to the Specifications (except as otherwise provided in Section 2.2 hereof) when delivered and, when expressly required by the Project Description, be manufactured in accordance with all applicable laws an FDA Registered Facility under CGMP, and regulations relating to the manufacture (a) as of the Compound, including but date of shipment are not limited to, current U. S. FDA Good Manufacturing Practices adulterated or misbranded (cGMP) and ICH guidelines. RPS will maintain at least 25 to 50 grams within the meaning of the Compound from each batch produced as a retained sampleAct), and are not an article which may not, under the provisions of Section 404, 505 or 513 of the Act, be introduced in interstate commerce; and (b) at the time of delivery shall be in good, usable and merchantable condition. Such retained sample will be maintained at RPS' facility and RPS will store such retained sample under suitable storage conditions adequate for the purpose of development as specified by BioNumerik. RPS further represents and warrants that RPS is not aware that the manufacturing process for the Compound or the Product or the use of such process [**] CERTAIN INFORMATION THIS WARRANTY IS EXCLUSIVE AND IN THIS EXHIBIT HAS BEEN OMITTED LIEU OF ALL OTHER WARRANTIES, COVENANTS AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. infringes or will infringe the claims under any patent or other intellectual property right of RPS or any third party; RPS will immediately inform BioNumerik if it should become aware of any such infringement or potential infringement. EXCEPT FOR THE FOREGOINGCONDITIONS WHETHER WRITTEN, RPS MAKES NO WARRANTY OR REPRESENTATION OF ANY KINDORAL, EITHER EXPRESS OR IMPLIEDIMPLIED BY STATUTE OR OTHERWISE (INCLUDING WITHOUT LIMITATION, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES ANY WARRANTY OF MERCHANTABILITY AND OR FITNESS FOR A PARTICULAR PURPOSE PURPOSE) AND OF ALL OTHER OBLIGATIONS OR LIABILITIES ON THE PART OF EON. IN NO EVENT SHALL EON BE LIABLE TO XXXXXX-XXXXX FOR ANY REPRESENTATION SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES ARISING OUT OF ANY WARRANTY THAT USE CLAIM OR DEFECTIVE PRODUCT CLAIM, OTHER THAN IN CONNECTION WITH A THIRD PARTY CLAIM FOR PERSONAL INJURY OR PROPERTY DAMAGE. AS WELL, IN NO EVENT SHALL XXXXXX-XXXXX BE LIABLE TO EON FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES ARISING OUT OF THE PROCESS ANY WARRANTY CLAIM OR DEFECTIVE PRODUCT CLAIM, OTHER THAN IN CONNECTION WITH A THIRD PARTY CLAIM FOR MANUFACTURE OF THE PRODUCT PERSONAL INJURY OR USE OR SALE OF PRODUCT, WHETHER OR NOT SUCH PRODUCT IS MADE BY THE PROCESS FOR MANUFACTURE OF THE PRODUCT, WILL NOT INFRINGE THE CLAIMS UNDER ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHT OF RPS OR ANY THIRD PARTYDAMAGE.

Product Warranties. 4.1 RPS Seller warrants to Buyer that at the time of delivery Seller will have good title to all goods supplied to Buyer and represents the right to convey title to such goods to Buyer free and clear of all liens. Seller further warrants to Buyer, to the best of its knowledge, that the Compound manufactured by RPS and delivered to BioNumerik, its affiliates or sub-licensee(s) hereunder shall all such goods will conform to the Specifications (except as otherwise provided specifications, drawings, samples, or other description furnished or specified by Seller or agreed to in Section 2.2 hereof) when delivered andwriting by Seller, when expressly required and will be free from defects in material and workmanship. Buyer will not be relieved of its obligation to verify the suitability of our products and processes for the use or application intended by him. Seller reserves the Project Description, right to make technical modifications in the course of its product development. Seller further warrants that any services it provides hereunder will be manufactured performed in accordance with all applicable laws and regulations a workmanlike manner. In the event of justified claims relating to the manufacture quality of the Compoundgoods delivered, including but not limited toSeller reserves the right to either replace or repair the goods. If repair fails to remedy the defects, current U. S. FDA Good Manufacturing Practices (cGMP) and ICH guidelines. RPS will maintain at least 25 to 50 grams of the Compound from each batch produced as a retained sample. Such retained sample will be maintained at RPS' facility and RPS will store such retained sample under suitable storage conditions adequate for the purpose of development as specified by BioNumerik. RPS further represents and warrants that RPS is not aware that the manufacturing process for the Compound or the Product replacement goods are defective, Purchaser shall be entitled in its discretion, to either make a setoff from the purchase price or to rescind the use contract. Damage claims relating to non-conforming products are subject to the limitations set forth under Clause 9 hereunder. The warranties stated in this Clause 5 are the only representations and warranties Seller has given Buyer in connection with the provision of such process [**] CERTAIN INFORMATION goods to Buyer. Except as set forth in this Clause 5, Seller has not made and hereby expressly disclaims any other or further representation or warranty, either express or implied, concerning the goods. THE WARRANTIES GIVEN IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. infringes or will infringe the claims under any patent or other intellectual property right of RPS or any third party; RPS will immediately inform BioNumerik if it should become aware of any such infringement or potential infringement. EXCEPT FOR THE FOREGOINGCLAUSE 5 ARE IN LIEU OF ALL OTHER WARRANTIES SELLER MIGHT HAVE GIVEN BUYER, RPS MAKES NO WARRANTY OR REPRESENTATION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE INCLUDING WARRANTIES OF MERCHANTABILITY AND WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND ANY REPRESENTATION OR ANY WARRANTY THAT USE OF THE PROCESS FOR MANUFACTURE OF THE PRODUCT OR USE OR SALE OF PRODUCTINTENDED USE. Subject to Clause 9 hereunder, WHETHER OR NOT SUCH PRODUCT IS MADE BY THE PROCESS FOR MANUFACTURE OF THE PRODUCTall other warranties Seller or anyone purporting to represent Seller may have given, WILL NOT INFRINGE THE CLAIMS UNDER ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHT OF RPS OR ANY THIRD PARTYor which may be provided or implied by law or commercial practice, ARE HEREBY EXCLUDED.

Product Warranties. 4.1 RPS warrants and represents Supplier warrants: (i) that the Compound manufactured by RPS and all Products delivered to BioNumerik, its affiliates or sub-licensee(s) hereunder shall conform to the Specifications Product Specifications, shall have been manufactured using materials that conformed to the applicable materials specifications, and shall be free from defects in workmanship at the time of shipment; (except as otherwise provided in Section 2.2 hereofii) when delivered and, when expressly required by the Project Description, that all Products shall be manufactured in accordance with all applicable laws current GMP and the pertinent rules and regulations relating to the manufacture of the CompoundFDA, including but not limited to, current U. S. FDA Good Manufacturing Practices EU for Medical Devices; (cGMPiii) and ICH guidelines. RPS will maintain that no Product delivered hereunder shall at least 25 to 50 grams time of shipment be adulterated or misbranded within the meaning of the Compound from each batch produced Act, or within the meaning of any applicable state or municipal law in which the definitions of adulteration and misbranding are substantially the same as a retained sample. Such retained sample those contained in the Act, provided such laws are constituted and effective at the time of such delivery; and (iv) that all Products delivered hereunder will be maintained at RPS' facility free and RPS will store such retained sample under suitable storage conditions adequate for clear of all liens and encumbrances ((i)-(iv), collectively, the purpose “Product Warranties”). The Product Warranties as to any Product supplied hereunder shall expire on the expiration of development as specified by BioNumerikthe Product’s stated shelf-life. RPS further represents and warrants that RPS is not aware that the manufacturing process for the Compound or the Product or the use of such process [**SUPPLIER’S SOLE LIABILITY, AND CUSTOMER’S EXCLUSIVE REMEDY, FOR BREACH OF THESE PRODUCT WARRANTIES SHALL BE, AT SUPPLIER’S SOLE DISCRETION, CREDIT OR REPLACEMENT, AS SOON AS POSSIBLE, OF THE NONCONFORMING PRODUCT IN ACCORDANCE WITH SECTION 1.7. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS EXHIBIT DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE OMITTED PORTIONS. infringes or will infringe the claims under any patent or other intellectual property right of RPS or any third party; RPS will immediately inform BioNumerik if it should become aware of any such infringement or potential infringement. EXCEPT FOR THE FOREGOING, RPS MAKES NO WARRANTY OR REPRESENTATION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY REPRESENTATION OR ANY WARRANTY THAT USE RULE 24B-2 OF THE PROCESS FOR MANUFACTURE SECURITIES EXCHANGE ACT OF THE PRODUCT OR USE OR SALE OF PRODUCT1934, WHETHER OR NOT SUCH PRODUCT IS MADE BY THE PROCESS FOR MANUFACTURE OF THE PRODUCT, WILL NOT INFRINGE THE CLAIMS UNDER ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHT OF RPS OR ANY THIRD PARTYAS AMENDED.

Product Warranties. 4.1 RPS Seller warrants and represents to Buyer that upon delivery, the Compound manufactured by RPS and delivered to BioNumerik, its affiliates or sub-licensee(sProduct: (a) hereunder such Products shall conform to the Specifications Specifications, (except as otherwise provided in Section 2.2 hereofb) when delivered and, when expressly required by the Project Description, be manufactured in accordance with all applicable laws Buyer will receive good and regulations relating marketable title to the manufacture Products, free and clear of all encumbrances and liens of any kind, and (c) to the Compoundbest of Seller’s knowledge, including but at the time of delivery, there is no pending litigation alleging, or Seller has not limited toreceived any written notice of any action or claim that alleges, current U. S. FDA Good Manufacturing Practices (cGMP) and ICH guidelines. RPS will maintain at least 25 to 50 grams of the Compound from each batch produced as a retained sample. Such retained sample will be maintained at RPS' facility and RPS will store such retained sample under suitable storage conditions adequate for the purpose of development as specified by BioNumerik. RPS further represents and warrants that RPS is not aware that the manufacturing process for Product specified herein and the Compound product per se alone, without any modification or being combined with another product or component, infringes any valid claim of any unexpired issued United States or German patent, trademark or copyright of any third party or misappropriates the Product or the use know-how of such process [**] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. infringes or will infringe the claims under any patent or other intellectual property right of RPS or any third party; RPS will immediately inform BioNumerik if it should become aware of any such infringement or potential infringement. EXCEPT FOR THE FOREGOING, RPS SELLER MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KINDOF, EITHER EXPRESS OR IMPLIEDAND SHALL HAVE NO LIABILITY FOR, INCLUDINGMERCHANTABILITY, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY REPRESENTATION OR ANY WARRANTY THAT USE NON-INFRINGEMENT (EVEN IF SELLER IS AWARE OF SUCH PURPOSE) OR OTHERWISE CONCERNING THE PROCESS FOR MANUFACTURE OF THE PRODUCT OR USE OR SALE OF PRODUCTPRODUCTS, WHETHER EXPRESS OR IMPLIED, AT LAW OR IN EQUITY. SELLER SHALL HAVE NO LIABILITY OTHER THAN THOSE EXPRESSED IN THIS AGREEMENT. NO OTHER WARRANTY OR LIABILITY, EXPRESS OR IMPLIED, AND WHETHER ARISING BY OPERATION OF LAW OR CUSTOM, SHALL APPLY. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT SUCH PRODUCT IS MADE BY THE PROCESS FOR MANUFACTURE OF THE PRODUCT, WILL NOT INFRINGE THE CLAIMS UNDER ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHT OF RPS OR ANY THIRD PARTYMATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.