Common use of Condition of the Purchased Assets Clause in Contracts

Condition of the Purchased Assets. (a) Purchaser has made all inspections and investigations of the Purchased Assets deemed necessary or desirable by Purchaser. Purchaser acknowledges and agrees that (a) it is purchasing the Purchased Assets based on the results of such inspections and investigations and not on any representations and warranties of Stryker, Seller or any of their Affiliates not set forth in this Agreement or the certificates and other documents delivered pursuant hereto, including the Ancillary Agreements, (b) the Purchased Assets are sold “as is, where is” and Purchaser accepts the Purchased Assets in the condition they are in and at the place where they are located as of the Closing and (c) the drug substances included in the Inventory are only bulk drug substance and do not include any finished products. In light of such inspections and investigations, and the representations and warranties expressly made to Purchaser by Seller and Stryker in this Agreement, the Ancillary Agreements and the certificates and other documents delivered pursuant hereto, PURCHASER ACKNOWLEDGES THAT THE REPRESENTATIONS AND WARRANTIES GIVEN HEREIN BY SELLER AND STRYKER ARE IN LIEU OF, AND PURCHASER HEREBY EXPRESSLY WAIVES ALL RIGHTS TO, ANY IMPLIED WARRANTIES THAT MAY OTHERWISE BE APPLICABLE BECAUSE OF THE PROVISIONS OF THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAWS, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. (b) Any claims that Purchaser may have for breach of representations and warranties shall be based solely on the representations and warranties set forth in this Agreement and the certificates and other documents delivered pursuant hereto. (c) Purchaser further acknowledges that neither Stryker nor Seller, nor any of their Affiliates, nor any other Person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Seller, Stryker, the Purchased Assets or the Assumed Liabilities not expressly set forth in this Agreement or the certificates or other documents delivered pursuant hereto.

Condition of the Purchased Assets. (a) Purchaser has made Buyer and its representatives and agents have had and have exercised, prior to the date hereof, the right to make all inspections and investigations of the Purchased Assets deemed necessary or desirable by PurchaserBuyer. Purchaser Buyer acknowledges and agrees that (a) it is purchasing the Purchased Assets based on the results of such inspections and investigations and not on any representations and warranties of Stryker, Seller or any of their Affiliates not set forth in this Agreement or the certificates and other documents delivered pursuant hereto, including the Ancillary Agreements, (b) the Purchased Assets are being sold “as is, where is” and Purchaser accepts the Purchased Assets without any representation or warranty of any kind except as expressly set forth in the condition they are in and at the place where they are located as ARTICLE V of the Closing and (c) the drug substances included in the Inventory are only bulk drug substance and do not include any finished productsthis Agreement. In light of such these inspections and investigations, investigations and the representations and warranties expressly made to Purchaser Buyer by Seller in ARTICLE V, Buyer is relinquishing any right to any claim based on any representations and Stryker warranties, other than those specifically included in this Agreement, the Ancillary Agreements and the certificates and other documents delivered pursuant hereto, PURCHASER ACKNOWLEDGES THAT THE REPRESENTATIONS AND WARRANTIES GIVEN HEREIN BY SELLER AND STRYKER ARE IN LIEU OF, AND PURCHASER HEREBY EXPRESSLY WAIVES ALL RIGHTS TO, ANY IMPLIED WARRANTIES THAT MAY OTHERWISE BE APPLICABLE BECAUSE OF THE PROVISIONS OF THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAWS, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. (b) ARTICLE V. Any claims that Purchaser Buyer may have for breach of representations and warranties representation or warranty shall be based solely on the representations and warranties of Seller set forth in this Agreement and the certificates and other documents delivered pursuant hereto. ARTICLE V. ALL WARRANTIES OF HABITABILITY, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARISING UNDER THE UNIFORM COMMERCIAL CODE (c) Purchaser OR SIMILAR LAWS), ARE HEREBY WAIVED BY BUYER. Buyer further acknowledges represents that neither Stryker nor Seller, nor any of their Affiliates, Seller nor any other Person, Person has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Seller, Stryker, the Purchased Assets or the Assumed Liabilities not expressly set forth in this Agreement Agreement, and neither Seller nor any other Person will have or be subject to any Liability to Buyer or any other Person resulting from the certificates distribution to Buyer or its representatives or agents, or Buyer’s use of, any such information, including Overview of Opportunity and the Request for Proposal or its representatives or agents distributed to Buyer and any other memoranda distributed by Seller relating to the Purchased Assets or other documents delivered pursuant heretopublication provided to Buyer or its representatives or agents, or any other document or information provided to Buyer or its representatives or agents in connection with the sale of the Purchased Assets in any “data room” or otherwise.

Condition of the Purchased Assets. (a) Purchaser has made all inspections and investigations of is knowledgeable about the Purchased Assets deemed necessary or desirable by Purchaserindustry in which Seller conducts its business with respect to the Products. Purchaser acknowledges and agrees that (ai) it is purchasing the Purchased Assets and assuming the Assumed Liabilities based on the results of such inspections its own independent investigations and investigations the representations and warranties of Seller expressly set forth in this Agreement, and not on any representations and warranties representation or warranty of Stryker, Seller or any of their Affiliates its Representatives not expressly set forth in this Agreement or the certificates and other documents delivered pursuant hereto(ii) except as otherwise set forth in this Agreement, including the Ancillary Agreements, (b) the Purchased Assets are sold “as is, where is” and Purchaser accepts the Purchased Assets in the condition they are in and at the place where they are located as of on the Closing Closing, subject to the terms and (c) the drug substances included in the Inventory are only bulk drug substance and do not include any finished productsconditions hereof. In light of such inspections and investigations, these investigations and the representations and warranties expressly made to Purchaser by Seller herein, Purchaser is relinquishing any right to any claim based on any representations and Stryker warranties other than those expressly set forth in this Agreement, the Ancillary Agreements and the certificates and other documents delivered pursuant hereto, PURCHASER ACKNOWLEDGES THAT THE REPRESENTATIONS AND WARRANTIES GIVEN HEREIN BY SELLER AND STRYKER ARE IN LIEU OF, AND PURCHASER HEREBY EXPRESSLY WAIVES ALL RIGHTS TO, ANY IMPLIED WARRANTIES THAT MAY OTHERWISE BE APPLICABLE BECAUSE OF THE PROVISIONS OF THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAWS, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. (b) . Any claims that Purchaser may have for breach of representations and warranties representation or warranty shall be based solely on the representations and warranties set forth in this Agreement and the certificates and other documents delivered pursuant hereto. (c) Purchaser further acknowledges that neither Stryker nor Seller, nor any of their Affiliates, nor any other Person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Seller, Stryker, the Purchased Assets or the Assumed Liabilities not Seller expressly set forth in this Agreement or the certificates or other documents delivered pursuant heretoAgreement. ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARISING UNDER THE UNIFORM COMMERCIAL CODE (OR SIMILAR APPLICABLE FOREIGN LAWS), ARE HEREBY WAIVED BY PURCHASER.

Condition of the Purchased Assets. (a) Purchaser has and its Representatives have made all inspections and investigations of relating to the Products and the Purchased Assets deemed necessary or desirable by Purchaser. Purchaser acknowledges and agrees that (ai) it is purchasing the Purchased Assets based on the results of such inspections and investigations investigations, and not on any the representations and warranties of Stryker, Seller or any of their and its Affiliates not that are expressly set forth in this Agreement or the certificates and other documents delivered pursuant hereto(ii) except as otherwise set forth in this Agreement, including the Ancillary Agreements, (b) the Purchased Assets are sold “as is, where is” and Purchaser accepts the Purchased Assets in the condition they are in and at the place where they are located as of on the Closing Date, subject to the terms and (c) the drug substances included in the Inventory are only bulk drug substance and do not include any finished productsconditions hereof. In light of such inspections and investigations, and the representations and warranties expressly made to Purchaser by Seller and Stryker in this Agreement, the Ancillary Agreements and the certificates and other documents delivered pursuant hereto, PURCHASER ACKNOWLEDGES AGREES THAT THE REPRESENTATIONS AND WARRANTIES GIVEN HEREIN BY SELLER AND STRYKER ARE IN LIEU OF, AND PURCHASER HEREBY EXPRESSLY WAIVES ALL RIGHTS TO, ANY IMPLIED WARRANTIES THAT MAY OTHERWISE BE APPLICABLE BECAUSE OF THE PROVISIONS OF THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAWS, INCLUDING THE ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A ANY PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARISING UNDER THE UNIFORM COMMERCIAL CODE (OR SIMILAR APPLICABLE LAWS) ARE HEREBY WAIVED BY PURCHASER. (b) Any claims that Purchaser may have for breach of representations and warranties representation or warranty of Seller under this Agreement shall be based solely on the representations and warranties of Seller expressly set forth in this Agreement and the certificates and other documents delivered pursuant heretoAgreement. (c) Without limiting the foregoing, Purchaser acknowledges and agrees that (i) it may have received from Seller various forward looking statements (including estimates, assumptions, projections, forecasts and plans) regarding the Products (collectively, the “Forward-Looking Statements”) in connection with Purchaser’s investigation of the Purchased Assets; (ii) there are uncertainties inherent in attempting to make such Forward-Looking Statements; (iii) Purchaser is familiar with such uncertainties; (iv) Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all Forward-Looking Statements; (v) Purchaser is not relying on any Forward-Looking Statement in any manner whatsoever; and (vi) Purchaser shall have no claim against Seller or any of its Affiliates with respect to any Forward-Looking Statement. Purchaser further acknowledges and agrees that neither Stryker nor SellerSeller makes no representation or warranty hereunder with respect to (x) the reasonableness of the assumptions underlying any Forward-Looking Statement; or (y) any Forward-Looking Statement made in any materials in the Data Room, nor any supplemental due diligence information provided or made available to Purchaser, any of their Affiliates, nor Purchaser’s discussions with management regarding the Products or any other Person, has made any representation or warranty, express or implied, as negotiations leading to the accuracy or completeness of any information regarding Seller, Stryker, the Purchased Assets or the Assumed Liabilities not expressly set forth in this Agreement or and the certificates or other documents delivered pursuant heretoTransaction Documents and the Post-Transfer Supply Agreement.

Condition of the Purchased Assets. (a) Purchaser has and its Representatives have made all inspections and investigations of relating to the Products and the Purchased Assets deemed necessary or desirable by Purchaser. Purchaser acknowledges and agrees that (ai) it is a sophisticated investor and is experienced in purchasing assets similar to the Purchased Assets, (ii) it is purchasing the Purchased Assets based on the results of such inspections and investigations investigations, and not on any representations and warranties representation or warranty of Stryker, Seller or any of their its Affiliates not expressly set forth in this Agreement or the certificates and other documents delivered pursuant hereto, including the Ancillary Agreements, (biii) the Purchased Assets are sold “as is, where is” and Purchaser accepts the Purchased Assets in the condition they are in and at the place where they are located as on the date of the Closing and (c) the drug substances included in the Inventory are only bulk drug substance and do not include any finished productsthis Agreement. In light of such inspections and investigations, and the representations and warranties expressly made to Purchaser by Seller and Stryker in this Agreement, the Ancillary Agreements Agreement and the certificates and other documents delivered pursuant hereto, PURCHASER ACKNOWLEDGES AGREES THAT THE REPRESENTATIONS AND WARRANTIES GIVEN HEREIN BY SELLER AND STRYKER ARE IN LIEU OF, AND PURCHASER HEREBY EXPRESSLY WAIVES ALL RIGHTS TO, ANY IMPLIED WARRANTIES THAT MAY OTHERWISE BE APPLICABLE BECAUSE OF THE PROVISIONS OF THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAWS, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. (b) Any claims that Purchaser may have for breach of representations and warranties shall representation or warranty will be based solely on the representations and warranties of Seller or the Divesting Entities expressly set forth in this Agreement and the certificates and other documents delivered pursuant heretohereto or thereto. (c) Purchaser further acknowledges and agrees that neither Stryker nor Seller, nor any of their its Affiliates, nor any other Person, has made any representation representation, warranty or warrantystatement, express or implied, as to the accuracy or completeness of any information regarding Seller, Strykerany of the Divesting Entities, the making, selling and offering for sale of the Products, the Purchased Assets or the Assumed Liabilities not expressly set forth in this Agreement or the certificates or other documents delivered pursuant heretohereto or thereto upon which Purchaser has relied, and neither Seller nor any of its Affiliates or any other Person will have, or be subject to, any liability to Purchaser or any other Person resulting from the distribution to Purchaser or its Representatives, or Purchaser’s use of, any such information, including confidential memoranda distributed by or on behalf of Seller or any Divesting Entity relating to the Products, the Purchased Assets or the Assumed Liabilities or any other publication, document or information provided in the Data Room or otherwise provided to Purchaser prior to the date of this Agreement. (d) Without limiting the foregoing, Purchaser acknowledges and agrees that (i) it may have received from Seller various forward-looking statements (including estimates, assumptions, projections, forecasts and plans) regarding the Products (collectively, the “Forward-Looking Statements”) in connection with Purchaser’s investigation of the Purchased Assets; (ii) there are uncertainties inherent in attempting to make such Forward-Looking Statements; (iii) Purchaser is familiar with such uncertainties; (iv) Purchaser is taking full responsibility for making its own investigation, examination and valuation of the Purchased Assets, and has employed outside professionals to assist with such investigation, examination and valuation; (v) Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all Forward-Looking Statements; (vi) Purchaser is not relying on any Forward-Looking Statement in any manner whatsoever; and (vii) Purchaser has no claim against Seller or any of its Affiliates with respect to the foregoing. Purchaser further acknowledges and agrees that Seller makes no representation or warranty hereunder with respect to (A) the reasonableness of the assumptions underlying any Forward-Looking Statement; or (B) any Forward-Looking Statement made in any materials in the Data Room, any supplemental due diligence information provided or made available to Purchaser, any of Purchaser’s discussions with management regarding the Products, any negotiations leading to this Agreement and the other Transaction Documents, or any other circumstance.

Condition of the Purchased Assets. (a) Purchaser has made all inspections and investigations of is knowledgeable about the Purchased Assets deemed necessary or desirable by Purchaserindustry in which Seller conducts its business with respect to the Products. Purchaser acknowledges and agrees that (ai) it is purchasing the Purchased Assets and assuming the Assumed Liabilities based on the results of such inspections its own independent investigations and investigations the representations and warranties of Seller expressly set forth in this Agreement, and not on any representations and warranties representation or warranty of Stryker, Seller or any of their Affiliates its Representatives not expressly set forth in this Agreement or the certificates and other documents delivered pursuant hereto(ii) except as otherwise set forth in this Agreement, including the Ancillary Agreements, (b) the Purchased Assets are sold “as is, where is” and Purchaser accepts the Purchased Assets in the condition they are in and at the place where they are located as of on the Closing Closing, subject to the terms and (c) the drug substances included in the Inventory are only bulk drug substance and do not include any finished productsconditions hereof. In light of such inspections and investigations, these investigations and the representations and warranties expressly made to Purchaser by Seller herein, Purchaser is relinquishing any right to any claim based on any representations and Stryker warranties other than those expressly set forth in this Agreement, the Ancillary Agreements and the certificates and other documents delivered pursuant hereto, PURCHASER ACKNOWLEDGES THAT THE REPRESENTATIONS AND WARRANTIES GIVEN HEREIN BY SELLER AND STRYKER ARE IN LIEU OF, AND PURCHASER HEREBY EXPRESSLY WAIVES ALL RIGHTS TO, ANY IMPLIED WARRANTIES THAT MAY OTHERWISE BE APPLICABLE BECAUSE OF THE PROVISIONS OF THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAWS, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. (b) . Any claims that Purchaser may have for breach of representations and warranties representation or warranty shall be based solely on the representations and warranties set forth in this Agreement and the certificates and other documents delivered pursuant hereto. (c) Purchaser further acknowledges that neither Stryker nor Seller, nor any of their Affiliates, nor any other Person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Seller, Stryker, the Purchased Assets or the Assumed Liabilities not Seller expressly set forth in this Agreement or the certificates or other documents delivered pursuant hereto.Agreement. ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARISING UNDER THE UNIFORM COMMERCIAL CODE (OR SIMILAR APPLICABLE FOREIGN LAWS), ARE HEREBY WAIVED BY PURCHASE

Condition of the Purchased Assets. (a) Purchaser has made all inspections and investigations of the Purchased Assets deemed necessary or desirable by Purchaser. Purchaser acknowledges and agrees that (a) it is purchasing the Purchased Assets based on the results of such inspections and investigations and not on any representations and warranties of Stryker, Seller or any of their Affiliates not set forth in this Agreement or the certificates and other documents delivered pursuant hereto, including the Ancillary Agreements, (b) the Purchased Assets are sold “as is, where is” and Purchaser accepts the Purchased Assets in the condition they are in and at the place where they are located as of the Closing and (c) the drug substances included in the Inventory are only bulk drug substance and do not include any finished products. In light of such inspections and investigations, and the representations and warranties expressly made to Purchaser by Seller and Stryker in this Agreement, the Ancillary Agreements Agreement and the certificates and other documents delivered pursuant hereto, PURCHASER ACKNOWLEDGES AGREES THAT THE REPRESENTATIONS AND WARRANTIES GIVEN HEREIN BY SELLER AND STRYKER ARE IN LIEU OF, AND PURCHASER HEREBY EXPRESSLY WAIVES ALL RIGHTS TO, ANY IMPLIED WARRANTIES THAT MAY OTHERWISE BE APPLICABLE BECAUSE OF THE PROVISIONS OF THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAWS, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. (b) Any Except in the event of Fraud, any claims that Purchaser may have for breach of representations and warranties shall representation or warranty will be based solely on the representations and warranties of Seller or the Divesting Entities expressly set forth in this Agreement and the certificates and other documents delivered pursuant heretohereto or thereto. (c) Except in the event of Fraud, Purchaser further acknowledges and agrees that neither Stryker nor Seller, nor any of their Affiliatesits Affiliate, nor any other Person, has made any representation representation, warranty or warrantystatement, express or implied, as to the accuracy or completeness of any information regarding Seller, Strykerany of the Divesting Entities, the Purchased Assets or the Assumed Liabilities not expressly set forth in this Agreement or the certificates or other documents delivered pursuant heretohereto or thereto upon which Purchaser has relied, and neither Seller nor any of its Affiliates or any other Person will have, or be subject to, any liability to Purchaser or any other Person resulting from the distribution to Purchaser or its Representatives, or Purchaser’s use of, any such information, including confidential memoranda distributed by or on behalf of Seller or any Divesting Entity relating to the ALXN1101 Molecule, the Purchased Assets or the Assumed Liabilities or any other publication, document or information provided in the Data Room or otherwise provided to Purchaser prior to the Closing Date. (d) Without limiting the representations and warranties of the Seller in ARTICLE IV, Purchaser acknowledges and agrees that (i) it may have received from Seller various forward-looking statements (including estimates, assumptions, projections, forecasts and plans) regarding the ALXN1101 Molecule and the Purchased Assets (collectively, the “Forward-Looking Statements”) in connection with Purchaser’s investigation of the Purchased Assets; (ii) there are uncertainties inherent in attempting to make such Forward-Looking Statements; (iii) Purchaser is familiar with such uncertainties; (iv) Purchaser has made its own investigation, examination and valuation of the Purchased Assets, and has employed outside professionals to assist with such investigation, examination and valuation; (v) Purchaser is not relying on any Forward-Looking Statement in any manner whatsoever; and (vi) Purchaser has no claim against Seller or any of its Affiliates with respect to the foregoing. Without limiting the representations and warranties of the Seller in ARTICLE IV, Purchaser further acknowledges and agrees that Seller makes no representation or warranty hereunder with respect to (A) the reasonableness of the assumptions underlying any Forward-Looking Statement; or (B) any Forward-Looking Statement made in any materials in the Data Room, any supplemental due diligence information provided or made available to Purchaser, any of Purchaser’s discussions with management regarding the ALXN1101 Molecule or the Purchased Assets, any negotiations leading to this Agreement, or any other circumstance.

Condition of the Purchased Assets. (a) Purchaser has and its Representatives have made all inspections and investigations of relating to the Products and the Purchased Assets deemed necessary or desirable by Purchaser. Purchaser acknowledges and agrees that (ai) it is purchasing the Purchased Assets based on the results of such inspections and investigations investigations, and not on any representations and warranties representation or warranty of Stryker, Seller or any of their its Affiliates not expressly set forth in this Agreement or the certificates and other documents delivered pursuant hereto(ii) except as otherwise expressly set forth in this Agreement, including the Ancillary Agreements, (b) the Purchased Assets are sold “as is, where is” and Purchaser accepts the Purchased Assets in the condition they are in and at the place where they are located as of on the Closing and (c) the drug substances included in the Inventory are only bulk drug substance and do not include any finished productsDate. In light of such inspections and investigations, and the representations and warranties expressly made to Purchaser by Seller and Stryker in this Agreement, the Ancillary Agreements and the certificates and other documents delivered pursuant hereto, PURCHASER ACKNOWLEDGES AGREES THAT THE REPRESENTATIONS AND WARRANTIES GIVEN HEREIN BY SELLER AND STRYKER ARE IN LIEU OF, AND PURCHASER HEREBY EXPRESSLY WAIVES ALL RIGHTS TO, ANY IMPLIED WARRANTIES THAT MAY OTHERWISE BE APPLICABLE BECAUSE OF THE PROVISIONS OF THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAWS, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. (b) Any claims that Purchaser may have for breach of representations representation and warranties warranty shall be based solely on the representations and warranties of Seller expressly set forth in this Agreement and the certificates and other documents delivered pursuant heretoAgreement. (c) Purchaser further acknowledges and agrees that neither Stryker nor Seller, nor any of their Affiliates, its Affiliates nor any other Person, has made any representation or warranty, express or implied, as to the accuracy or completeness of any information regarding Seller, Strykerthe manufacture, marketing and sale of the Products, the Purchased Assets or the Assumed Liabilities not expressly set forth in this Agreement or the certificates or other documents delivered pursuant heretohereto or thereto, and neither Seller nor any of its Affiliates or any other Person will have, or be subject to, any liability to Purchaser or any other Person resulting from the distribution to Purchaser or its Representatives, or Purchaser’s use of, any such information, including any information provided to Purchaser prior to the Effective Date. (d) Without limiting the foregoing, Purchaser acknowledges and agrees that (i) it may have received from Seller various forward looking statements (including estimates, assumptions, projections, forecasts and plans) regarding the Products (collectively, the “Forward-Looking Statements”) in connection with Purchaser’s investigation of the Purchased Assets; (ii) there are uncertainties inherent in attempting to make such Forward-Looking Statements; (iii) Purchaser is familiar with such uncertainties; (iv) Purchaser is taking full responsibility for making its own investigation, examination and valuation of the Purchased Assets, and has employed outside professionals to assist with such investigation, examination and valuation; (v) Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all Forward-Looking Statements; (vi) Purchaser is not relying on any Forward-Looking Statement in any manner whatsoever; and (vii) Purchaser shall have no claim against Seller or any of its Affiliates with respect to the foregoing. Purchaser further acknowledges and agrees that Seller makes no representation or warranty hereunder with respect to (A) the reasonableness of the assumptions underlying any Forward-Looking Statement; or (B) any Forward-Looking Statement made in any materials in any due diligence information provided or made available to Purchaser, any of Purchaser’s discussions with management regarding the Products, any negotiations leading to this Agreement and the other Transaction Documents, or any other circumstance.

Condition of the Purchased Assets. (a) Purchaser has and its Representatives have made all inspections and investigations of relating to the Products and the Purchased Assets deemed necessary or desirable by Purchaser. Purchaser acknowledges and agrees that (a) it is purchasing the Purchased Assets based on the results of such its own inspections and investigations investigations, and the representations and warranties set forth herein and in any Ancillary Agreement, and not on any representations and warranties representation or warranty of Stryker, Seller or any of their its Affiliates not expressly set forth in this Agreement or the certificates any Ancillary Agreement and other documents delivered pursuant hereto, including the Ancillary Agreements, (b) subject to the representations and warranties set forth herein and in any Ancillary Agreement, the Purchased Assets are sold “as is, where is” and Purchaser accepts the Purchased Assets in the condition they are in and at the place where they are located as of on the Closing and (c) the drug substances included in the Inventory are only bulk drug substance and do not include any finished productsDate. In light of such inspections and investigations, and the representations and warranties expressly made to Purchaser by Seller and Stryker in this Agreement, the Ancillary Agreements Agreement and the certificates and other documents delivered pursuant hereto, PURCHASER ACKNOWLEDGES AGREES THAT PURCHASER IS ACQUIRING THE PURCHASED ASSETS ON AN “AS IS, WHERE IS” BASIS AND THAT THE REPRESENTATIONS AND WARRANTIES GIVEN HEREIN AND IN ANY ANCILLARY AGREEMENT BY SELLER AND STRYKER ARE IN LIEU OF, AND PURCHASER HEREBY EXPRESSLY WAIVES ALL RIGHTS TO, ANY IMPLIED WARRANTIES THAT MAY OTHERWISE BE APPLICABLE BECAUSE OF THE PROVISIONS OF THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAWS, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. (b) Any claims that Purchaser may have for breach of representations and warranties shall representation or warranty will be based solely on the representations and warranties of Seller or the Divesting Entities expressly set forth in this Agreement and the certificates and other documents delivered pursuant heretohereto or thereto. (c) Purchaser further acknowledges and agrees that neither Stryker nor Seller, nor any of their its Affiliates, nor any other Person, has made any representation representation, warranty or warrantystatement, express or implied, as to the accuracy or completeness of any information regarding Seller, Strykerany of the Divesting Entities, the making, selling and offering for sale of the Products, the Purchased Assets or the Assumed Liabilities not expressly set forth in this Agreement or the certificates or other documents delivered pursuant heretohereto or thereto upon which Purchaser has relied, and, except in the case of Fraud, neither Seller nor any of its Affiliates or any other Person will have, or be subject to, any liability to Purchaser or any other Person resulting from the distribution to Purchaser or its Representatives, or Purchaser’s use of, any such information, including confidential memoranda distributed by or on behalf of Seller or any Divesting Entity relating to the Products, the Purchased Assets or the Assumed Liabilities or any other publication, document or information provided in the Data Room or otherwise provided to Purchaser prior to the Closing Date. (d) Without limiting the foregoing or any representation or warranty set forth herein or any Ancillary Agreement, Purchaser acknowledges and agrees that (i) it may have received from Seller various forward-looking statements (including estimates, assumptions, projections, forecasts and plans) regarding the Products (collectively, the “Forward-Looking Statements”) in connection with Purchaser’s investigation of the Purchased Assets; (ii) there are uncertainties inherent in attempting to make such Forward-Looking Statements; (iii) Purchaser is familiar with such uncertainties; (iv) Purchaser is taking full responsibility for making its own investigation, examination and valuation of the Purchased Assets, and has employed outside professionals to assist with such investigation, examination and valuation; (v) Purchaser is taking full responsibility for making its own evaluation of the adequacy and accuracy of all Forward-Looking Statements; (vi) Purchaser is not relying on any Forward-Looking Statement in any manner whatsoever; and (vii) except in the case of Fraud, Purchaser has no claim against Seller or any of its Affiliates with respect to the foregoing. Purchaser further acknowledges and agrees that Seller makes no representation or warranty hereunder with respect to (A) the reasonableness of the assumptions underlying any Forward-Looking Statement; or (B) any Forward-Looking Statement made in any materials in the Data Room, any supplemental due diligence information provided or made available to Purchaser, any of Purchaser’s discussions with management regarding the Products, any negotiations leading to this Agreement and the other Transaction Documents, or any other circumstance.