Common use of Warranties and Warranty Disclaimers Clause in Contracts

Warranties and Warranty Disclaimers. 11.1 Each Party warrants to the other that it has the full right and power to enter into this Agreement. OGT further warrants that it is entitled to license the OGT Patent Rights as licensed herein and has not previously assigned them or entered into any agreement relating to them which might affect its ability to license the OGT Patent Rights in accordance with the provisions of this Agreement. * Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. 11.2 Each Party acknowledges that in entering into this Agreement it does not do so in reliance on any representation, warranty or other provision except as expressly provided in this Agreement and any conditions, warranties or other terms implied by statute or common law are excluded from this Agreement to the full extent permitted by law. 11.3 Notwithstanding anything contained herein to the contrary, OGT does not give any warranty, representation or undertaking: (a) as to the efficacy or usefulness of the OGT Patent Rights or any inventions claimed therein; (b) that any of the OGT Patent Rights are or will be valid or subsisting or (in the case of applications) will proceed to grant; (c) that the exploitation of any the OGT Patent Rights or the manufacture or use of Licensed Products or the Supply of Royalty-Bearing Services or the exercise of any other rights licensed hereunder, will not infringe any other intellectual property or other rights of any other Entity; or (d) as imposing any obligation on OGT to bring or prosecute actions or proceedings against third parties for infringement or to defend any actions or proceedings for revocation of any the OGT Patent Rights. 11.4 Notwithstanding anything contained herein to the contrary, Rosetta does not give any warranty, representation or undertaking: (a) as to the efficacy or usefulness of the Inkjet Patents or any inventions claimed therein; (b) that any of the patent rights comprising Inkjet Patents are or will be valid or subsisting or (in the case of applications) will proceed to grant; (c) that the exploitation of any the Inkjet Patents or the manufacture, use or sale of Nucleic Acid Arrays, will not infringe any other intellectual property or other rights of any other Entity; or (d) as imposing any obligation on Rosetta to bring or prosecute actions or proceedings against third parties for infringement or to defend any actions or proceedings for revocation of any the Inkjet Patents. 11.5 IT IS UNDERSTOOD AND AGREED BETWEEN THE PARTIES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ANY AND ALL RIGHTS LICENSED, CONSENTS GRANTED AND INFORMATION MADE AVAILABLE BY ONE PARTY TO THE OTHER IS LICENSED, GRANTED AND MADE AVAILABLE "AS IS". NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES (OTHER THAN THE WARRANTY IN CLAUSE 11.1) OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO SUCH RIGHTS, CONSENT OR INFORMATION, INCLUDING BUT NOT LIMITED TO * Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. ANY REPRESENTATION OR WARRANTY CONCERNING THE PERFORMANCE OF ANY LICENSED PRODUCT OR ROYALTY-BEARING SERVICE. EACH PARTY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Warranties and Warranty Disclaimers. 11.1 5.1 Each Party party represents and warrants to the other that that: (a) it is a corporation or entity duly organized and validly existing under the laws of the state or other jurisdiction of incorporation or formation; (b) it has the full corporate power and authority and the legal right and power to enter into this Agreement. OGT further warrants that it is entitled Agreement and to license perform its obligations hereunder; (c) the OGT Patent Rights as licensed herein execution and has not previously assigned them or entered into any agreement relating to them which might affect its ability to license the OGT Patent Rights in accordance with the provisions delivery of this Agreement. * Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. 11.2 Each Party acknowledges that in entering into this Agreement it does not do so in reliance on any representation, warranty or other provision except as expressly provided in this Agreement and any conditions, warranties or other terms implied the performance by statute or common law are excluded from this Agreement such Party of the transactions contemplated hereby have been duly authorized by all necessary action of such party; (d) it has not prior to the full extent permitted by lawEffective Date, nor will it after the Effective Date, enter into any oral or written agreement or arrangement that would conflict with its obligations under this Agreement. 11.3 Notwithstanding anything contained herein to the contrary, OGT does not give any 5.2 Incyte makes no warranty, representation or undertaking: (a) as to the efficacy or usefulness of the OGT Patent Rights or any inventions claimed thereindiscovery or invention covered thereby; (b) that any of the OGT Patent Rights are or will be valid or subsisting or (in the case of applications) will proceed to grant; (c) that the exploitation of any the OGT Patent Rights or the manufacture or use of Licensed Products or the Supply of Royalty-Bearing Services Rights, or the exercise of any other rights licensed hereunder, will not infringe any other intellectual property or other rights of any other Entityperson or entity; or (d) as imposing any obligation on OGT Incyte to bring or prosecute actions or proceedings against third parties for infringement or to defend any actions or proceedings for revocation of any of the OGT Patent Rights. 11.4 Notwithstanding anything contained herein to the contrary, Rosetta does not give any 5.3 GHI makes no warranty, representation or undertaking: (a) as to the efficacy or usefulness of the Inkjet Patents Cancer Marker Improvements and the GHI PRx Improvements (collectively, the “GHI Patent Rights”) or any inventions claimed thereindiscovery or invention covered thereby; (b) that any of the patent rights comprising Inkjet Patents GHI Patent Rights are or will be valid or subsisting or (in the case of applications) will proceed to grant; (c) that the exploitation of any the Inkjet Patents GHI Patent Rights , or the manufacture, use or sale exercise of Nucleic Acid Arraysany rights licensed hereunder, will not infringe any other intellectual property or other rights of any other Entityperson or entity; or (d) as imposing any obligation on Rosetta GHI to bring or prosecute actions or proceedings against third parties for infringement or to defend any actions or proceedings for revocation of any of the Inkjet PatentsGHI Patent Rights. 11.5 IT IS UNDERSTOOD AND AGREED BETWEEN THE PARTIES THAT, 5.4 EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ANY AND ALL RIGHTS LICENSED, CONSENTS GRANTED LICENSED AND INFORMATION PATENTS MADE AVAILABLE BY ONE EITHER PARTY TO THE OTHER IS LICENSED, GRANTED AND PARTY ARE LICENSED OR MADE AVAILABLE "“AS IS"”. NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND (OTHER THAN THE WARRANTY AS SET FORTH IN CLAUSE 11.1) OF ANY KINDPARAGRAPH 5.1). EXCEPT AS EXPRESSLY STATED HEREIN, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO SUCH RIGHTS, CONSENT OR INFORMATION, INCLUDING BUT NOT LIMITED TO * Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. ANY REPRESENTATION OR WARRANTY CONCERNING THE PERFORMANCE OF ANY LICENSED PRODUCT OR ROYALTY-BEARING SERVICE. EACH PARTY DISCLAIMS INCYTE AND GHI DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF QUALITY, MERCHANTABILITY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE. OR NONINFRINGEMENT.

Warranties and Warranty Disclaimers. 11.1 Each Party EBM warrants that for a period of one hundred and twenty (120) days from delivery: (i) the Subscription Services will function substantially as described in the Documentation and shall be subject to the other that commitments set forth in the EBM Policies, which are incorporated herein and subject hereto; (ii) any Work Product resulting from Professional Services will substantially conform to the specifications relating thereto as expressly set forth in an SOW; (iii) it owns or otherwise has the full right to provide the Subscription Services and power Professional Services to enter into Customer under this Agreement; (iv) the Professional Services shall be performed in a timely and professional manner, with reasonable care, skill, and diligence, by qualified and competent individuals familiar with the types of Services, and consistent with industry practices. OGT further warrants In the event that it EBM breaches the foregoing warranty(ies) within the 120-day period, then EBM may, at its option, either (i) modify the Subscription Services or Professional Services, as applicable, to conform to the Documentation or specifications, as applicable; or (ii) provide a commercially reasonable workaround. If neither of these options is entitled commercially feasible as determined by EBM, either party may terminate the relevant Order under this Agreement, in which case Customer may recover the fees paid to license EBM under the OGT Patent Rights as licensed herein and has not previously assigned them or entered into any agreement relevant Order relating to them which might affect its ability to license the OGT Patent Rights in accordance with the provisions of this Agreementbreaching activity at issue. * Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. 11.2 Each Party acknowledges that in entering into this Agreement it does not do so in reliance on any representation, warranty or other provision except as expressly provided The remedies set out in this Agreement Section are Customer’s exclusive remedies and any conditions, warranties or other terms implied by statute or common law are excluded from this Agreement to the full extent permitted by law. 11.3 Notwithstanding anything contained herein to the contrary, OGT does not give any EBM’s sole obligations for breach of warranty, representation or undertaking: (a) as to the efficacy or usefulness of the OGT Patent Rights or any inventions claimed therein; (b) that any of the OGT Patent Rights are or will be valid or subsisting or (in the case of applications) will proceed to grant; (c) that the exploitation of any the OGT Patent Rights or the manufacture or use of Licensed Products or the Supply of Royalty-Bearing Services or the exercise of any other rights licensed hereunder, will not infringe any other intellectual property or other rights of any other Entity; or (d) as imposing any obligation on OGT to bring or prosecute actions or proceedings against third parties for infringement or to defend any actions or proceedings for revocation of any the OGT Patent Rights. 11.4 Notwithstanding anything contained herein to the contrary, Rosetta does not give any warranty, representation or undertaking: (a) as to the efficacy or usefulness of the Inkjet Patents or any inventions claimed therein; (b) that any of the patent rights comprising Inkjet Patents are or will be valid or subsisting or (in the case of applications) will proceed to grant; (c) that the exploitation of any the Inkjet Patents or the manufacture, use or sale of Nucleic Acid Arrays, will not infringe any other intellectual property or other rights of any other Entity; or (d) as imposing any obligation on Rosetta to bring or prosecute actions or proceedings against third parties for infringement or to defend any actions or proceedings for revocation of any the Inkjet Patents. 11.5 IT IS UNDERSTOOD AND AGREED BETWEEN THE PARTIES THAT, . EXCEPT AS EXPRESSLY PROVIDED SET FORTH HEREIN, EBM’S EXPRESS WARRANTIES CONTAINED IN THIS AGREEMENTAGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, ANY AND ALL RIGHTS LICENSED, CONSENTS GRANTED AND INFORMATION MADE AVAILABLE BY ONE PARTY TO THE OTHER IS LICENSED, GRANTED AND MADE AVAILABLE "AS IS". NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES (OTHER THAN THE WARRANTY IN CLAUSE 11.1) OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. EBM DISCLAIMS ALL OTHER WARRANTIES AND EXPRESSLY DOES NOT WARRANT THAT THE USE OF THE SUBSCRIPTION SERVICES WILL BE UNINTERRUPTED OR ERROR- FREE. EBM HAS NO WARRANTY OBLIGATIONS FOR DEFECTS IN THE SUBSCRIPTION SERVICES OR PROFESSIONAL SERVICES CAUSED BY ANY THIRD-PARTY SOFTWARE OR HARDWARE, BY ACCIDENTAL DAMAGE, OR BY OTHER MATTERS BEYOND EBM’S REASONABLE CONTROL. CUSTOMER MUST PROVIDE EBM WITH RESPECT ALL INFORMATION, ACCESS, AND FULL GOOD FAITH COOPERATION REASONABLY NECESSARY TO ENABLE EBM TO DELIVER THE SUBSCRIPTION SERVICES AND PROFESSIONAL SERVICES AND MUST DO ANYTHING THAT IS IDENTIFIED IN THE ORDER OR SOW AS CUSTOMER’S RESPONSIBILITY. EBM WILL BE RELIEVED OF ITS OBLIGATIONS TO THE EXTENT THAT THE OBLIGATIONS ARE DEPENDENT UPON CUSTOMER’S PERFORMANCE. CUSTOMER AGREES AND ACKNOWLEDGES THAT EBM DISCLAIMS AND IS NOT LIABLE FOR CUSTOMER’S USE OF, OR ITS ACTS OR OMISSIONS TAKEN BASED UPON, OUTPUTS OR RESULTS DERIVED FROM THE SUBSCRIPTION SERVICES. TO THE EXTENT THAT EBM INCORPORATES ANY SYNDICATED OR THIRD PARTY DATA ON ITS WEBSITE OR MAKES THE SAME AVAILABLE TO CUSTOMER THROUGH THE SUBSCRIPTION SERVICES, CUSTOMER AGREES AND ACKNOWLEDGES THAT EBM DOES NOT GUARANTEE THE RELIABILITY OR ACCURACY OF SUCH RIGHTSTHIRD PARTY CONTENT AND IS NOT LIABLE FOR CUSTOMER’S RELIANCE ON, CONSENT OR INFORMATIONIN CONNECTION WITH, SUCH THIRD-PARTY CONTENT OR SERVICES, INCLUDING BUT NOT LIMITED TO * Material has been omitted pursuant to a request for confidential treatmentITS COMPLETENESS, and such material has been filed separately with the SEC. ANY REPRESENTATION ACCURACY, CORRECTNESS OR WARRANTY CONCERNING THE PERFORMANCE OF ANY LICENSED PRODUCT OR ROYALTY-BEARING SERVICE. EACH PARTY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSETIMELINESS.