Common use of Certain Warranties Clause in Contracts

Certain Warranties. ▇. ▇▇▇▇ warrants that except as otherwise provided under Section 14 of this Agreement with respect to U.S. Government interests, it is the owner of all rights in and to the Licensed Patents or otherwise has the right to grant the licenses granted to Licensee in this Agreement. However, nothing in this Agreement will be construed as: (i) a warranty or representation by ▇▇▇▇ as to the validity or scope of any of the Licensed Patents, as to the protectability of the Technical Information, or that Licensed Patents or protectable rights in Technical Information exist or will exist worldwide or in any given country; (ii) a warranty or representation that any product or process made, used, sold, or otherwise disposed of under or in association with the license granted in this Agreement is or will be free from any claim of infringement or misappropriation of any intellectual property rights other than the Licensed Patents; (iii) a warranty or representation that any Product will receive regulatory approval, or that the Technical Information or inventions of the Licensed Patents will enable Licensee to get Products to market; or (iv) an obligation on the part of ▇▇▇▇, the University of Wisconsin, or the inventors of the Licensed Patents to CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. furnish any technical information, know-how, preclinical or clinical data or services, regulatory assistance, or other information not provided in the Licensed Patents or the Technical Information, or any services other than those specified in this Agreement. ▇. ▇▇▇▇ MAKES NO REPRESENTATIONS, EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND ASSUMES NO RESPONSIBILITIES WHATSOEVER WITH RESPECT TO THE USE, SALE, OR OTHER DISPOSITION BY LICENSEE, ITS SUBLICENSEE(S), OR THEIR VENDEES OR OTHER TRANSFEREES, OF PRODUCTS OR ANY OTHER PRODUCTS EMPLOYING, EMPLOYED IN, INCORPORATING, OR MADE BY USE OF INVENTIONS LICENSED UNDER THIS AGREEMENT. C. Unless a valid waiver is obtained from the applicable funding agency at Licensee’s written request, Licensee represents and warrants that all Products that are used or sold in the United States under the license granted herein (or any sublicense thereunder) will be manufactured substantially in the United States to the extent required by 35 U.S.C § 204 and applicable regulations of Chapter 37 of the Code of Federal Regulations.

Certain Warranties. ▇. ▇▇▇▇ warrants that except as otherwise provided under Section 14 of this Agreement with respect to U.S. Government interests, it is the owner of all rights in and to the Licensed Patents or otherwise has the right to grant the licenses granted to Licensee in this Agreement. However, nothing Nothing in this Agreement will shall, however, be construed as: (i) a warranty or representation by ▇▇▇▇ or Licensee as to the validity or scope of any of the Licensed Patents, as to the protectability of the Technical Information, or that Licensed Patents or protectable rights in Technical Information exist or will exist worldwide or in any given country; (ii) a warranty or representation that any product or process anything made, used, sold, sold or otherwise disposed of transferred under or in association with the license granted in this Agreement is will or will be free from any claim not infringe patents of infringement or misappropriation of any intellectual property rights other than the Licensed Patentsthird parties; (iii) a warranty or representation that any Product will receive regulatory approval, or that the Technical Information or inventions of the Licensed Patents will enable Licensee to get Products to market; or (iv) an obligation on the part of ▇▇▇▇, the University of Wisconsin, or the inventors of the Licensed Patents to CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. furnish any technical information, know-how, preclinical or clinical data or services, regulatory assistance, or other information know-how not provided in the Licensed Patents or the Technical Information, any materials or any services other than those specified in this Agreement; or (iv) an obligation to file any patent application or secure or maintain any patent right. ▇. B. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ▇▇▇▇ MAKES NO OTHER REPRESENTATIONS, EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND ASSUMES NO RESPONSIBILITIES WHATSOEVER WITH RESPECT TO THE MERCHANTIBILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR THE NON-INFRINGEMENT OR USE OF ANY PRODUCT, OR WITH RESPECT TO THE USE, SALE, SALE OR OTHER DISPOSITION BY LICENSEE, ITS SUBLICENSEE(S), OR THEIR VENDEES OR OTHER TRANSFEREES, OF PRODUCTS OR ANY OTHER PRODUCTS EMPLOYING, EMPLOYED IN, INCORPORATING, INCORPORATING OR MADE BY USE OF THE INVENTIONS LICENSED LICENSED, UNDER THIS AGREEMENT. C. Unless a valid waiver is obtained from the applicable funding agency at Licensee’s written requestTO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ▇▇▇▇ OR ITS TRUSTEES, DIRECTORS, OFFICERS AND EMPLOYEES (INCLUDING WITHOUT LIMITATION ANY INVENTORS OF THE LICENSED PATENTS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING ECONOMIC DAMAGES OR INJURY TO PROPERTY AND LOST PROFITS, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. D. Licensee represents and warrants that all Products that are used or sold in the United States produced under the license granted herein (or any sublicense thereunder) will shall be manufactured substantially in the United States to the extent as required by 35 U.S.C § 204 [for clarity, such requirement shall apply only to Products utilizing Licensed Patents or Wisconsin Materials whose development was funded at least in part by the Federal government] and applicable regulations of Chapter 37 of the Code of Federal Regulations.

Certain Warranties. ▇. ▇▇▇▇ warrants that except as otherwise provided under Section 14 of this Agreement with respect to U.S. Government interests, it is the owner of all rights in and to the Licensed Patents or otherwise has the right to grant the licenses granted to Licensee in this Agreement. However, nothing Nothing in this Agreement will will, however, be construed as: (i) a warranty or representation by ▇▇▇▇ or Licensee as to the validity or scope of any of the Licensed Patents, as to the protectability of the Technical Information, or that Licensed Patents or protectable rights in Technical Information exist or will exist worldwide or in any given country; (ii) a warranty or representation CDI Stem Cell License ▇▇-▇▇▇▇▇ (2) ▇▇▇▇ Agreement #: 11-00206 that any product or process anything made, used, sold, used or otherwise disposed of transferred under or in association with the license licenses granted in this Agreement is will or will be free from any claim not infringe patents of infringement or misappropriation of any intellectual property rights other than the Licensed Patentsthird parties; (iii) a warranty or representation that any Product will receive regulatory approval, or that the Technical Information or inventions of the Licensed Patents will enable Licensee to get Products to market; or (iv) an obligation on the part of ▇▇▇▇, the University of Wisconsin, or the inventors of the Licensed Patents to CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. furnish any technical information, know-how, preclinical or clinical data or services, regulatory assistance, or other information know-how not provided in the Licensed Patents or the Technical Information, any materials or any services other than those specified in this Agreement; or (iv) an obligation to file any patent application or secure or maintain any patent right. ▇. B. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5A OF THIS AGREEMENT, ▇▇▇▇ MAKES NO OTHER REPRESENTATIONS, EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND ASSUMES NO RESPONSIBILITIES WHATSOEVER WITH RESPECT TO THE USE, SALE, MERCHANTIBILITY OR OTHER DISPOSITION BY LICENSEE, ITS SUBLICENSEE(S), FITNESS FOR ANY PARTICULAR PURPOSE OR THEIR VENDEES THE NON-INFRINGEMENT OR OTHER TRANSFEREES, OF PRODUCTS OR ANY OTHER PRODUCTS EMPLOYING, EMPLOYED IN, INCORPORATING, OR MADE BY USE OF INVENTIONS LICENSED ANY PRODUCT OR SERVICE UNDER THIS AGREEMENT. C. Unless a valid waiver is obtained from the applicable funding agency at Licensee’s written requestTO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL ▇▇▇▇ OR ITS TRUSTEES, DIRECTORS, OFFICERS AND EMPLOYEES (INCLUDING WITHOUT LIMITATION ANY INVENTORS OF THE LICENSED PATENTS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING ECONOMIC DAMAGES OR INJURY TO PROPERTY AND LOST PROFITS, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. D. Licensee represents and warrants that all Products that are used or sold in the United States produced under the license licenses granted herein (or any sublicense thereunder) will shall be manufactured substantially in the United States to the extent as required by 35 U.S.C § 204 and applicable regulations of Chapter 37 of the Code of Federal Regulations.

Certain Warranties. ▇. ▇▇▇▇ A. ISURF warrants that except as otherwise provided under Section 14 of this Agreement with respect to U.S. Government interests, it is the owner of all rights in and to the Licensed Patents or otherwise has the right to grant the licenses granted to Licensee in this Agreement. Agreement However, nothing in this Agreement will shall be construed as: : (i) a warranty or representation by ▇▇▇▇ ISURF as to the validity or scope of any of the Licensed Patents, as to the protectability of the Technical Information, or that Licensed Patents or protectable rights in Technical Information exist or will exist worldwide or in any given country; ; (ii) a warranty or representation that any product or process anything made, used, sold, sold or otherwise disposed of under or in association with the license granted in this Agreement is will or will be free from any claim not infringe patents of infringement or misappropriation of any intellectual property rights other than the Licensed Patents; third parties; (iii) a warranty or representation that any Product will receive regulatory approval, or that the Technical Information or inventions of the Licensed Patents will enable Licensee to get Products to market; or (iv) an obligation on the part of ▇▇▇▇, the University of Wisconsin, or the inventors of the Licensed Patents to CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. furnish any technical information, know-how, preclinical or clinical data or services, regulatory assistance, or other information how not provided in the Licensed Patents or the Technical Information, or any services other than those specified in this Agreement; or (iv) that a valid claim will ever issue from the Licensed Patents. ▇B. EXCEPT AS OTHERWISE MAY BE EXPRESSLY SET FORTH IN THIS AGREEMENT, THE LICENSED PATENTS ARE LICENSED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES WHATSOEVER. ▇▇▇▇ ISURF MAKES NO REPRESENTATIONS, EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND ASSUMES NO RESPONSIBILITIES WHATSOEVER WITH RESPECT TO THE USE, SALE, OR OTHER DISPOSITION BY LICENSEE, ITS SUBLICENSEE(S), SUBLICENSEES OR THEIR VENDEES OR OTHER TRANSFEREES, TRANSFEREES OF PRODUCTS OR ANY OTHER PRODUCTS EMPLOYING, EMPLOYED IN, INCORPORATING, INCORPORATING OR MADE BY USE OF INVENTIONS LICENSED UNDER THIS AGREEMENT. C. Unless a valid waiver is obtained from the applicable funding agency at Licensee’s written request, Licensee represents and warrants that all Products that are used or sold in the United States produced under the license granted herein (or any sublicense thereunder) will shall be manufactured substantially in the United States to the extent as required by 35 U.S.C § 204 and applicable regulations of Chapter 37 of the Code of Federal Regulations.

Certain Warranties. ▇. ▇▇▇▇ warrants that except A. Except as otherwise provided under Section 14 of this Agreement with respect to U.S. Government interests, ▇▇▇▇ warrants that it is the owner of all rights in and to the Licensed Patents or otherwise has the right to grant the licenses granted to Licensee in this Agreement. However, nothing Nothing in this Agreement will shall, however, be construed as: (i) a warranty or representation by ▇▇▇▇ or Licensee as to the validity or scope of any of the Licensed Patents, as to the protectability of the Technical Information, or that Licensed Patents or protectable rights in Technical Information exist or will exist worldwide or in any given country; (ii) a warranty or representation that any product or process anything made, used, sold, used or otherwise disposed of transferred under or in association with the license granted in this Agreement is will or will be free from any claim not infringe patents of infringement or misappropriation of any intellectual property rights other than the Licensed Patentsthird parties; (iii) a warranty or representation that any Product will receive regulatory approval, or that the Technical Information or inventions of the Licensed Patents will enable Licensee to get Products to market; or (iv) an obligation on the part of ▇▇▇▇, the University of Wisconsin, or the inventors of the Licensed Patents to CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. furnish any technical information, know-how, preclinical or clinical data or services, regulatory assistance, or other information know-how not provided in the Licensed Patents or the Technical Information, any materials or any services other than those specified in this Agreement; or (iv) an obligation to file any patent application or secure or maintain any patent right. ▇. ▇▇▇▇ MAKES NO REPRESENTATIONS, EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND ASSUMES NO RESPONSIBILITIES WHATSOEVER WITH RESPECT TO THE USE, SALE, MERCHANTIBILITY OR OTHER DISPOSITION BY LICENSEE, ITS SUBLICENSEE(S), FITNESS FOR ANY PARTICULAR PURPOSE OR THEIR VENDEES THE NON­INFRINGEMENT OR OTHER TRANSFEREES, OF PRODUCTS OR ANY OTHER PRODUCTS EMPLOYING, EMPLOYED IN, INCORPORATING, OR MADE BY USE OF INVENTIONS LICENSED ANY PRODUCT OR SERVICE UNDER THIS AGREEMENT. C. Unless TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WARF, WICELL, OR THEIR RESPECTIVE TRUSTEES, DIRECTORS, OFFICERS AND EMPLOYEES (INCLUDING WITHOUT LFMITATION ANY INVENTORS OF THE LICENSED PATENTS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING ECONOMIC DAMAGES OR INJURY TO PROPERTY AND LOST PROFITS, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. D. If any one of the following U.S. Patent Nos., or its corresponding foreign patent (the "Base Licensed Patents"): US 7,029,913, US 6,200,806, US 5,843,780 are ultimately abandoned or held by a valid waiver is obtained from court of competent jurisdiction to be invalid or unenforceable for a particular territory after the exhaustion of all available appeal periods, ▇▇▇▇ and Licensee shall in good faith negotiate an equitable reduction in the earned royalty payment obligations of Licensee under this Agreement in the applicable funding agency at Licensee’s written requestterritory. If all three Base Licensed Patents are ultimately abandoned or held by a court of competent jurisdiction to be invalid or unenforceable in a particular territory, after the exhaustion of all available appeal periods, then no further earned royalty payments by Licensee shall be owed or payable under this Agreement for said territory. E. If applicable, to the extent required by the ▇▇▇▇-▇▇▇▇ Act, (35 U.S.C. § 204 and applicable Regulations 37 C.F.R.), Licensee represents and warrants that all Products that are used or sold in the United States under the license granted herein (or any sublicense thereunder) will be manufactured shall manufacture substantially in the United States to Licensed Products for sale in the extent required by 35 U.S.C § 204 and applicable regulations of Chapter 37 of the Code of Federal RegulationsUnited States.

Certain Warranties. ▇. ▇▇▇▇ warrants that except as otherwise provided under Section 14 of this Agreement with respect to U.S. Government interests, it is the owner of all rights in and to the Licensed Patents or otherwise has the right to grant the licenses granted to Licensee in this Agreement. However, nothing Nothing in this Agreement will shall, however, be construed as: (i) a warranty or representation by ▇▇▇▇ or Licensee as to the validity or scope of any of the Licensed Patents, as to the protectability of the Technical Information, or that Licensed Patents or protectable rights in Technical Information exist or will exist worldwide or in any given country; (ii) a warranty or representation that any product or process anything made, used, sold, used or otherwise disposed of transferred under or in association with the license granted in this Agreement is will or will be free from any claim not infringe patents of infringement or misappropriation of any intellectual property rights other than the Licensed Patentsthird parties; (iii) a warranty or representation that any Product will receive regulatory approval, or that the Technical Information or inventions of the Licensed Patents will enable Licensee to get Products to market; or (iv) an obligation on the part of ▇▇▇▇, the University of Wisconsin, or the inventors of the Licensed Patents to CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. furnish any technical information, know-how, preclinical or clinical data or services, regulatory assistance, or other information know-how not provided in the Licensed Patents or the Technical Information, any materials or any services other than those specified in this Agreement; or (iv) an obligation to file any patent application or secure or maintain any patent right. ▇. ▇▇▇▇ MAKES NO REPRESENTATIONS, EXTENDS EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND ASSUMES NO RESPONSIBILITIES WHATSOEVER WITH RESPECT TO THE USE, SALE, MERCHANTIBILITY OR OTHER DISPOSITION BY LICENSEE, ITS SUBLICENSEE(S), FITNESS FOR ANY PARTICULAR PURPOSE OR THEIR VENDEES THE NON-INFRINGEMENT OR OTHER TRANSFEREES, OF PRODUCTS OR ANY OTHER PRODUCTS EMPLOYING, EMPLOYED IN, INCORPORATING, OR MADE BY USE OF INVENTIONS ANY LICENSED PRODUCTS UNDER THIS AGREEMENT. C. Unless a valid waiver is obtained from the applicable funding agency at Licensee’s written requestTO THE MAXIMUM EXTENT PERMITTED BY LAW, Licensee represents and warrants that all Products that are used or sold in the United States under the license granted herein IN NO EVENT SHALL WARF, WICELL, OR THEIR RESPECTIVE TRUSTEES, DIRECTORS, OFFICERS AND EMPLOYEES (or any sublicense thereunderINCLUDING WITHOUT LIMITATION ANY INVENTORS OF THE LICENSED PATENTS) will be manufactured substantially in the United States to the extent required by 35 U.S.C § 204 and applicable regulations of Chapter 37 of the Code of Federal RegulationsBE LIABLE FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING ECONOMIC DAMAGES OR INJURY TO PROPERTY AND LOST PROFITS, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Certain Warranties. ▇. ▇▇▇▇ represents and warrants that that, except as otherwise provided under Section 14 of this Agreement with respect to U.S. Government interests, it is : (i) ▇▇▇▇ and Yeda are the owner sole owners of all rights in and to the Licensed Patents or otherwise has have the sole and exclusive right to grant the licenses granted to Licensee in this Agreement, and to the best of the ▇▇▇▇’▇ knowledge, free and clear of any liens, claims, and encumbrances of any non-governmental third party; (ii) ▇▇▇▇ and Yeda have entered into a definitive agreement granting to ▇▇▇▇ the exclusive right to grant, negotiate, execute, administer and enforce exclusive licenses under the Licensed Patents with Licensee and such definitive agreement does not conflict with any provision or right or obligation granted or received hereunder; (iii) subject to Section 2C above and to any research rights previously granted by Licensors to the inventors of the Licensed Patents or research rights reserved by the inventors of the Licensed Patents, ▇▇▇▇ and Yeda have not granted to any third party any rights to or under the Licensed Patents that currently conflict or in the future will conflict with, contradict, or overlap with those granted hereunder; and (iv) ▇▇▇▇ and Yeda have not received any notification that the Licensed Patents are invalid or that the exercise of any rights granted hereunder will infringe on any patent or other proprietary right of any third party. However, nothing Nothing in this Agreement will shall be construed as: : (i) a warranty or representation by ▇▇▇▇ the Licensors as to the validity or scope of any of the Licensed Patents, as to the protectability of the Technical Information, or that Licensed Patents or protectable rights in Technical Information exist or will exist worldwide or in any given country; ; (ii) a warranty or representation that any product or process anything made, used, sold, sold or otherwise disposed of under or in association with the license granted in this Agreement is will or will be free from any claim not infringe patents of infringement or misappropriation of third parties; or (iii) an obligation to furnish any intellectual property rights other than the Licensed Patents; (iii) a warranty or representation that any Product will receive regulatory approval, or that the Technical Information or inventions of the Licensed Patents will enable Licensee to get Products to market; or (iv) an obligation on the part of ▇▇▇▇, the University of Wisconsin, or the inventors of the Licensed Patents to CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. furnish any technical information, know-how, preclinical or clinical data or services, regulatory assistance, or other information not provided in the Licensed Patents or the Technical Information, or any services other than those specified in this Agreement. ▇. ▇▇▇▇ MAKES B. THE LICENSORS MAKE NO REPRESENTATIONS, EXTENDS EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND ASSUMES ASSUME NO RESPONSIBILITIES WHATSOEVER WITH RESPECT TO THE USE, SALE, OR OTHER DISPOSITION BY LICENSEE, ITS SUBLICENSEE(S), OR THEIR VENDEES OR OTHER TRANSFEREES, OF PRODUCTS OR ANY OTHER PRODUCTS EMPLOYING, EMPLOYED IN, INCORPORATING, INCORPORATING OR MADE BY USE OF INVENTIONS LICENSED UNDER THIS AGREEMENT. C. Unless a valid waiver is obtained from the applicable funding agency at Licensee’s written request, Licensee represents and warrants that all Products that are used or sold in the United States produced under the license granted herein (or any sublicense thereunder) will for sale in the United States shall be manufactured substantially in the United States to the extent as required by 35 U.S.C § 204 and applicable regulations of Chapter 37 of the Code of Federal Regulations.

Certain Warranties. ▇. ▇▇▇▇ warrants that except as otherwise provided under Section 14 of this Agreement with respect to U.S. Government interests, it is the owner of all rights in and to the Licensed Patents or otherwise has the right to grant the licenses granted to Licensee in this Agreement. However, nothing Nothing in this Agreement will will, however, be construed as: (i) a warranty or representation by ▇▇▇▇ or Licensee as to the validity or scope of any of the Licensed Patents, as to the protectability of the Technical Information, or that Licensed Patents or protectable rights in Technical Information exist or will exist worldwide or in any given country; (ii) a warranty or representation that any product or process anything made, used, sold, used or otherwise disposed of transferred under or in association with the license licenses granted in this Agreement is will or will be free from any claim not infringe patents of infringement or misappropriation of any intellectual property rights other than the Licensed Patentsthird parties; (iii) a warranty or representation that any Product will receive regulatory approval, or that the Technical Information or inventions of the Licensed Patents will enable Licensee to get Products to market; or (iv) an obligation on the part of ▇▇▇▇, the University of Wisconsin, or the inventors of the Licensed Patents to CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. furnish any technical information, know-how, preclinical or clinical data or services, regulatory assistance, or other information know-how not provided in the Licensed Patents or the Technical Information, any materials or any services other than those specified in this Agreement; or (iv) an obligation to file any patent application or secure or maintain any patent right. ▇. B. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5A OF THIS AGREEMENT, ▇▇▇▇ MAKES NO OTHER REPRESENTATIONS, EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND ASSUMES NO RESPONSIBILITIES WHATSOEVER WITH RESPECT TO THE USE, SALE, MERCHANTIBILITY OR OTHER DISPOSITION BY LICENSEE, ITS SUBLICENSEE(S), FITNESS FOR ANY PARTICULAR PURPOSE OR THEIR VENDEES THE NON-INFRINGEMENT OR OTHER TRANSFEREES, OF PRODUCTS OR ANY OTHER PRODUCTS EMPLOYING, EMPLOYED IN, INCORPORATING, OR MADE BY USE OF INVENTIONS LICENSED ANY PRODUCT OR SERVICE UNDER THIS AGREEMENT. C. Unless a valid waiver is obtained from the applicable funding agency at Licensee’s written requestTO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL ▇▇▇▇ OR ITS TRUSTEES, DIRECTORS, OFFICERS AND EMPLOYEES (INCLUDING WITHOUT LIMITATION ANY INVENTORS OF THE LICENSED PATENTS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING ECONOMIC DAMAGES OR INJURY TO PROPERTY AND LOST PROFITS, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. D. Licensee represents and warrants that all Products that are used or sold in the United States produced under the license licenses granted herein (or any sublicense thereunder) will shall be manufactured substantially in the United States to the extent as required by 35 U.S.C U.S.C. § 204 and applicable regulations of Chapter 37 of the Code of Federal Regulations.

Certain Warranties. ▇. ▇▇▇▇ warrants that except as otherwise provided under Section 14 of this Agreement with respect to U.S. Government interests, it is the owner of all rights in and to the Licensed Patents or otherwise has the right to grant the licenses granted to Licensee in this Agreement. However, nothing Nothing in this Agreement will shall, however, be construed as: (i) a warranty or representation by ▇▇▇▇ or Licensee as to the validity or scope of any of the Licensed Patents, as to the protectability of the Technical Information, or that Licensed Patents or protectable rights in Technical Information exist or will exist worldwide or in any given country; (ii) a warranty or representation that any product or process anything made, used, sold, used or otherwise disposed of transferred under or in association with the license granted in this Agreement is will or will be free from any claim not infringe patents of infringement or misappropriation of any intellectual property rights other than the Licensed Patentsthird parties; (iii) a warranty or representation that any Product will receive regulatory approval, or that the Technical Information or inventions of the Licensed Patents will enable Licensee to get Products to market; or (iv) an obligation on the part of ▇▇▇▇, the University of Wisconsin, or the inventors of the Licensed Patents to CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. furnish any technical information, know-how, preclinical or clinical data or services, regulatory assistance, or other information know-how not provided in the Licensed Patents or the Technical Information, any materials or any services other than those specified in this Agreement. ; or (iv) an obligation to file any patent application or secure or maintain any patent right. ▇. ▇▇▇▇ MAKES AND ITS LICENSORS MAKE NO REPRESENTATIONS, EXTENDS EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND ASSUMES ASSUME NO RESPONSIBILITIES WHATSOEVER WITH RESPECT TO THE USE, SALE, MERCHANTIBILITY OR OTHER DISPOSITION BY LICENSEE, ITS SUBLICENSEE(S), FITNESS FOR ANY PARTICULAR PURPOSE OR THEIR VENDEES THE NON-INFRINGEMENT OR OTHER TRANSFEREES, OF PRODUCTS OR ANY OTHER PRODUCTS EMPLOYING, EMPLOYED IN, INCORPORATING, OR MADE BY USE OF INVENTIONS LICENSED ANY SERVICE UNDER THIS AGREEMENT. C. Unless a valid waiver is obtained from the applicable funding agency at Licensee’s written requestTO THE MAXIMUM EXTENT PERMITTED BY LAW, Licensee represents and warrants that all Products that are used or sold in the United States under the license granted herein IN NO EVENT SHALL WARF, WICELL, OR THEIR RESPECTIVE TRUSTEES, DIRECTORS, OFFICERS AND EMPLOYEES (or any sublicense thereunderINCLUDING WITHOUT LIMITATION ANY INVENTORS OF THE LICENSED PATENTS) will be manufactured substantially in the United States to the extent required by 35 U.S.C § 204 and applicable regulations of Chapter 37 of the Code of Federal RegulationsBE LIABLE FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING ECONOMIC DAMAGES OR INJURY TO PROPERTY AND LOST PROFITS, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.