Common use of Warranty and Liability Clause in Contracts

Warranty and Liability. 8.1 Warranty CENTREON warrants that the Product(s) complies with their Documentation. Within three (3) months of the delivery of the Product(s), CENTREON undertakes to correct all reproducible defects of the Product(s). After this warranty period, all defects attributable to the Product(s) are taken in charge by CENTREON under the support and Product(s) updates Agreement. CENTREON warrants the User against all claims, demands, actions, costs, expenses losses and damages arising from or incurred by reason of any claim for infringement of any Intellectual Property Right arising from the use of Product(s). In this regard, CENTREON shall indemnify and hold harmless the User against all damages that it shall pay further to a definitive court decision and having for exclusive grounds the demonstration of such infringement. This warranty is subject to the following express conditions: • The User shall promptly notify CENTREON if any claim or demand is made or action brought against the User; • CENTREON shall lead the proceedings and be free to settle the case; • The User shall at the request of CENTREON provide to CENTREON all reasonable assistance for the purpose of contesting any claim or demand made or action brought against the User; • The alleged infringement could not have been avoided by the installation and use by the User of an upgrade provided by CENTREON. If any Product(s) provided by CENTREON infringes or is likely to infringe on a third party’s Intellectual Property Rights, CENTREON will promptly and at its own expense make its best efforts to: • obtain the right for the User to continue using such Product(s); or • replace the Product(s) to make its use non-infringing; or • modify the Product(s) to make its use non-infringing; or • reimburse to the User the price received under this Agreement in proportion to the Product(s) which have become unusable as a consequence of the infringement, and, when applicable, to the duration of the impossibility of use suffered by the User. The previous provisions set out the only appeal which the User can resort to; and the limits of CENTREON’s warranty for counterfeiting matters. CENTREON excludes any warranty of any sort other than those stipulated hereinabove, whether express or implicit, and notably any guarantee of merchantable capacity or of adaptation to a particular need of the User. In particular, the warranties do not cover: • Defects that were visible as of the date of delivery of the Product(s); • Defects, failures, or deteriorations resulting notably from any use of the Product(s) which does not comply with the Agreement and/or the recommendations for use made by CENTREON and, in particular, from the non-compliance with the standard conditions concerning the environment of use, or from the use of accessories or consumables non- compliant with CENTREON's specifications; • Defects, failures, or deteriorations resulting from computer viruses, from a malfunction or perturbation of computer or telecommunication networks and especially of the internet, from failures of software developed by third parties, or from any equivalent event; • Defects, failures, or deteriorations resulting from a change in the environment of the Product(s) that has not been previously accepted by CENTREON and, in particular, from any modification of the configuration of the hardware and software of implementation, such as, notably, a modification of its architecture, or the addition of any software which is not compatible with the Product(s) and the existence and specifications of which have not been brought to CENTREON's knowledge previously to their installation or implementation; • Defects, failures, or deteriorations resulting from modifications of the Product(s) and/or from their configuration, where they are made without a previous authorization from CENTREON.

Warranty and Liability. 8.1 Warranty CENTREON warrants 7.1 Company has provided its Goods under normal conditions; however, Company does not represent or warrant that the Product(sresults of those conditions would necessarily avoid injury to persons or property. Company expressly disclaims any warranty or liability for claims arising by reasons of death or personal injury or damage to property resulting from any impact, collision or contact with the Goods or nearby hazards or objects by any vehicle, equipment, object or person, misuse for which it was not intended, or failure of the Customer to strictly comply with Section 5.6. 7.2 Company warrants only that the Goods and any component part manufactured by Company will be free from defects in material or workmanship during the Warranty Period (as defined below). 7.3 THE FOREGOING WARRANTY IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 7.4 For defects reported during the Warranty Period, Company will, at Company’s election, refund, repair or replace free of charge the Goods or component part manufactured by Company that contains such a defect. Company’s liability is expressly limited to replacement free of charge (in the form and under the terms originally shipped), or to repair or to manufacture/remanufacture by Company, the Goods or parts not complying with Company specifications, or, at Company’s election, to the repayment of an amount equal to the purchase price of the Goods or parts, whether such claims are for breach of warranty or negligence. COMPANY SHALL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL LOSSES, DAMAGES OR EXPENSES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY SUCH LOSSES, DAMAGES OR EXPENSES ARISING DIRECTLY OR INDIRECTLY FROM THE SALE, HANDLING OR USE OF THE GOODS FROM ANY OTHER CAUSE RELATING THERETO, OR FROM PERSONAL INJURY OR LOSS OF PROFIT. 7.5 This Warranty is made to the direct Customer from the Company and does not extend to any other person or entity and is not assignable, except that this warranty will transfer to a commercial buyer, buying directly from a Customer who is an authorized distributor of the Company and party to a distributor or Sales agreement with Company. 7.6 Any claim with respect to the Goods and any component parts manufactured by the Company and sold hereunder shall be deemed waived by the Customer unless Company is notified in writing, in the case of defects apparent on visual inspection, within sixty (60) complies with their Documentation. Within three days from the delivery date, or, in the case of defects not apparent on visual inspection, within twelve (312) months from the said delivery date (such 60 days or 12 months, as applicable, the “Warranty Period”). The Goods claimed to be defective may be returned prepaid to Company’s plant for inspection in accordance with return shipping instructions that Company shall furnish to the Customer forthwith upon receipt of the delivery Customer’s notice of claim. If the Product(s)claim is established, CENTREON undertakes Company will reimburse the Customer for all shipping costs incurred in connection with such return. 7.7 The foregoing warranty shall not apply (a) if the Goods have been subject to correct all reproducible defects of improper storage, accident, misuse or unauthorized modifications or alterations, or have not been installed, operated, and maintained in accordance with procedures approved by the Product(s). After this warranty periodCompany, all defects attributable or (b) to any components manufactured by the Product(s) are taken in charge Customer or a third party not approved by CENTREON under the support and Product(s) updates Agreement. CENTREON warrants the User against all claims, demands, actions, costs, expenses losses and damages arising from or incurred by reason of any claim for infringement of any Intellectual Property Right arising from the use of Product(s). In this regard, CENTREON Company. 7.8 The Customer shall indemnify and hold harmless keep the User Company indemnified in full against all damages that it shall pay further to and any direct, indirect or consequential liabilities (all three of which terms include without limitation loss of profit, loss of business, depletion of goodwill and like loss), losses, claims, damages, costs and expenses (including all legal and other professional expenses) awarded against or incurred or paid by the Company as a definitive court decision result of or in connection with any breach of the Contract by the Customer and having for exclusive grounds the demonstration of such infringement. This warranty is subject death or personal injury to the following express conditions: • The User Company’s employees or agents while such employees or agents are on any premises of the Customer in connection with the Contract. Without limiting the foregoing, the Customer shall promptly notify CENTREON if indemnify the Company against all claims by any claim third parties for any claims, loss, damage or demand is made or action brought against expense resulting from the User; • CENTREON shall lead the proceedings and be free to settle the case; • The User shall at the request of CENTREON provide to CENTREON all reasonable assistance for the purpose of contesting any claim or demand made or action brought against the User; • The alleged infringement could not have been avoided breach by the installation and use by the User of an upgrade provided by CENTREON. If any Product(s) provided by CENTREON infringes or is likely to infringe on a third party’s Intellectual Property Rights, CENTREON will promptly and at its own expense make its best efforts to: • obtain the right for the User to continue using such Product(s); or • replace the Product(s) to make its use non-infringing; or • modify the Product(s) to make its use non-infringing; or • reimburse to the User the price received under this Agreement in proportion to the Product(s) which have become unusable as a consequence of the infringement, and, when applicable, to the duration of the impossibility of use suffered by the User. The previous provisions set out the only appeal which the User can resort to; and the limits of CENTREON’s warranty for counterfeiting matters. CENTREON excludes any warranty Customer of any sort other than those stipulated hereinaboveof its obligations under these Terms, whether express including without limitation, any modification, misuse, or implicitunapproved alteration of, and notably any guarantee or use of merchantable capacity or of adaptation to a particular need of the User. In particularnon‐approved components with, the warranties do not cover: • Defects that were visible as of the date of delivery of the Product(s); • Defects, failures, or deteriorations resulting notably from any use of the Product(s) which does not comply with the Agreement and/or the recommendations for use made by CENTREON and, in particular, from the non-compliance with the standard conditions concerning the environment of use, or from the use of accessories or consumables non- compliant with CENTREON's specifications; • Defects, failures, or deteriorations resulting from computer viruses, from a malfunction or perturbation of computer or telecommunication networks and especially of the internet, from failures of software developed by third parties, or from any equivalent event; • Defects, failures, or deteriorations resulting from a change in the environment of the Product(s) that has not been previously accepted by CENTREON and, in particular, from any modification of the configuration of the hardware and software of implementation, such as, notably, a modification of its architecture, or the addition of any software which is not compatible with the Product(s) and the existence and specifications of which have not been brought to CENTREON's knowledge previously to their installation or implementation; • Defects, failures, or deteriorations resulting from modifications of the Product(s) and/or from their configuration, where they are made without a previous authorization from CENTREONGoods.

Warranty and Liability. 8.1 Warranty CENTREON 3.1 S-A warrants that the Product(s) complies with their Documentation. Within three (3) months of the delivery of the Product(s)Licensed Software, CENTREON undertakes to correct all reproducible defects of the Product(s). After this warranty periodas provided, all defects attributable shall conform to the Product(s) are taken in charge by CENTREON under published specifications of S-A. During the support and Product(s) updates Agreement. CENTREON warrants the User against all claims, demands, actions, costs, expenses losses and damages arising from or incurred by reason of any claim for infringement of any Intellectual Property Right arising from the use of Product(s). In this regard, CENTREON shall indemnify and hold harmless the User against all damages that it shall pay further to a definitive court decision and having for exclusive grounds the demonstration of such infringement. This warranty is subject to the following express conditions: • The User shall promptly notify CENTREON if any claim or demand is made or action brought against the User; • CENTREON shall lead the proceedings and be free to settle the case; • The User shall at the request of CENTREON provide to CENTREON all reasonable assistance for the purpose of contesting any claim or demand made or action brought against the User; • The alleged infringement could not have been avoided by the installation and use by the User of an upgrade provided by CENTREON. If any Product(s) provided by CENTREON infringes or is likely to infringe on a third party’s Intellectual Property Rights, CENTREON will promptly and at its own expense make its best efforts to: • obtain the right for the User to continue using such Product(s); or • replace the Product(s) to make its use non-infringing; or • modify the Product(s) to make its use non-infringing; or • reimburse to the User the price received under this Agreement in proportion to the Product(s) which have become unusable as a consequence of the infringement, and, when applicable, to the duration of the impossibility of use suffered by the User. The previous provisions set out the only appeal which the User can resort to; and the limits of CENTREON’s warranty for counterfeiting matters. CENTREON excludes any warranty of any sort other than those stipulated hereinabove, whether express or implicit, and notably any guarantee of merchantable capacity or of adaptation to a particular need of the User. In particular, the warranties do not cover: • Defects that were visible as of *** after the date of delivery of Licensed Software, S-A shall use reasonable commercial efforts to correct errors detected in Licensed Software after receiving notification of such errors from Customer. 3.2 S-A MAKES NO OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO ANY PRODUCTS OR SERVICES PROVIDED UNDER THIS AGREEMENT INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. S-A DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN LICENSED SOFTWARE WILL MEET THE CUSTOMER’S REQUIREMENTS, OR THAT THE OPERATION OF LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. S-A MAKES NO WARRANTY OF NONINFRINGEMENT, EXPRESS OR IMPLIED. ANY THIRD PARTY SOFTWARE SUPPLIED WITH OR INCORPORATED IN LICENSED SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND. IF ANY ADDITIONAL WARRANTS ARE SUPPLIED BY A THIRD PARTY, SUCH WARRANTIES WILL BE OFFERED DIRECTLY BY SUCH THIRD PARTY TO CUSTOMER. 3.3 Customer acknowledges its responsibility to use all reasonable methods to prove out and thoroughly test the Product(s); • Defectsoperation of and output from Licensed Software prior to its use in Customer’s operations. 3.4 Unless otherwise provided in a separate writing, failuresand subject only to the warranty of this ▇▇▇▇▇▇▇ ▇, ▇-▇ is under no obligation to provide Customer with any modifications, updates, additions or deteriorations resulting notably from revisions to Licensed Software, nor to maintain Licensed Software in any use of manner. 3.5 In the Product(s) which does not comply with the Agreement and/or the recommendations for use event that any modifications are made by CENTREON and, in particular, from the non-compliance with the standard conditions concerning the environment of use, or from the use of accessories or consumables non- compliant with CENTREON's specifications; • Defects, failures, or deteriorations resulting from computer viruses, from a malfunction or perturbation of computer or telecommunication networks and especially of the internet, from failures of software developed by third parties, or from any equivalent event; • Defects, failures, or deteriorations resulting from a change in the environment of the Product(s) that has not been previously accepted by CENTREON and, in particular, from any modification of the configuration of the hardware and software of implementation, such as, notably, a modification of its architecture, or the addition of any software which is not compatible with the Product(s) and the existence and specifications of to Licensed Software which have not been brought authorized by S-A, any and all warranty and other obligations of S-A shall immediately cease with respect to CENTREON's knowledge previously to their installation or implementation; • Defects, failures, or deteriorations resulting from modifications of the Product(s) and/or from their configuration, where they are made without a previous authorization from CENTREONsuch software.

Warranty and Liability. 8.1 Warranty CENTREON (a) The Company warrants that on delivery, and for a specified period from the Product(sdate of delivery (“warranty period”), the goods shall: (i) complies conform in all material respects with their Documentation. Within three any applicable specification agreed by both parties in writing in advance; (3ii) months be free from material defects in design, material and workmanship; and (iii) be of satisfactory quality (within the meaning of the delivery Sale of Goods Act 1979). The warranty period for Netatmo goods is 4 years The warranty period for other goods is 2 years (b) Subject to clause 18(c), if: (i) the Purchaser gives notice in writing to the Company during the warranty period within a reasonable time of discovery that some or all of the Product(sgoods do not comply with the warranty set out in clause 18(a); (ii) the Company is given a reasonable opportunity of examining such goods; and (iii) the Purchaser (if asked to do so by the Company) returns such goods to the Company's place of business at the Purchaser’s cost, CENTREON undertakes to correct all reproducible defects the Company shall, at its option, repair or replace the defective goods, or refund the price of the Product(s). After this defective goods in full. (c) The warranty period, all defects attributable to the Product(sgiven in Clause 18(a) are taken in charge by CENTREON under the support and Product(s) updates Agreement. CENTREON warrants the User against all claims, demands, actions, costs, expenses losses and damages arising from or incurred by reason of any claim for infringement of any Intellectual Property Right arising from the use of Product(s). In this regard, CENTREON shall indemnify and hold harmless the User against all damages that it shall pay further to a definitive court decision and having for exclusive grounds the demonstration of such infringement. This warranty is subject to the following express conditions: • The User provisos, namely: (i) That the defects shall promptly notify CENTREON if any claim or demand is made or action brought against the User; • CENTREON shall lead the proceedings and be free to settle the case; • The User shall at the request of CENTREON provide to CENTREON all reasonable assistance for the purpose of contesting any claim or demand made or action brought against the User; • The alleged infringement could not have been avoided arisen through fair wear and tear, willful damage, negligence, abnormal working conditions, misuse, alteration or repair of goods by the installation and use by Purchaserwithout the User Company’sapproval; (ii) That thePurchasershallhavefollowedallinstructionsissuedbytheCompany in relationto thegoods; (iii) That in thecase of an upgrade provided by CENTREON. If any Product(s) provided by CENTREON infringes or is likely to infringe on a third party’s Intellectual Property Rights, CENTREON will promptly and at its own expense make its best efforts to: • obtain the right for the User to continue using such Product(s); or • replace the Product(s) to make its use non-infringing; or • modify the Product(s) to make its use non-infringing; or • reimburse defects which would have been reasonablyapparent to the User the price received under this Agreement in proportion to the Product(s) which have become unusable as a consequence Purchaser on reasonable examination of the infringementgoods on delivery, andthe Purchaser shall notify the Company of the defects in writing within 14 working days of delivery; (iv) That in the case of any other defects, the Purchasershall notify the Company of the defects in writing within 7 working days of the date when applicablethe defect becomes apparent and the Purchaser shall not make use of such goods after giving notice; (v) That wherein dischargeof itsobligations underthewarrantygiven in thisClause the Company agrees that the Purchaser may undertake any repair or remedial work on its behalf, the cost of such work shall be agreed in writing between the Purchaserand the Company before the commencement of any such repair or remedialwork. (d) The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the duration of fullest extent permitted by law, excluded from the impossibility of use suffered Contract. (e) Clause 18(a) to Clause 18(d) shall apply to any repaired or replacement goods supplied by the User. The previous provisions set out Company. (f) Nothing in these General Conditions of Sale shall limit or exclude the only appeal which the User can resort to; and the limits of CENTREONCompany’s warranty liability for counterfeiting matters. CENTREON excludes any warranty of any sort other than those stipulated hereinabove, whether express (i) death or implicit, and notably any guarantee of merchantable capacity or of adaptation to a particular need of the User. In particular, the warranties do not cover: • Defects that were visible as of the date of delivery of the Product(s); • Defects, failures, or deteriorations resulting notably from any use of the Product(s) which does not comply with the Agreement and/or the recommendations for use made personal injury caused by CENTREON and, in particular, from the non-compliance with the standard conditions concerning the environment of use, or from the use of accessories or consumables non- compliant with CENTREON's specifications; • Defects, failures, or deteriorations resulting from computer viruses, from a malfunction or perturbation of computer or telecommunication networks and especially of the internet, from failures of software developed by third parties, or from any equivalent event; • Defects, failures, or deteriorations resulting from a change in the environment of the Product(s) that has not been previously accepted by CENTREON and, in particular, from any modification of the configuration of the hardware and software of implementation, such as, notably, a modification of its architecturenegligence, or the addition negligence of its employees agents or subcontractors; (ii) fraud or fraudulent misrepresentation; or (iii) any software which is not compatible with the Product(s) and the existence and specifications other matter in respect of which have not been brought it would be unlawful for the Company to CENTREON's knowledge previously to their installation exclude or implementation; • Defects, failures, or deteriorations resulting from modifications of the Product(s) and/or from their configuration, where they are made without a previous authorization from CENTREONrestrict liability.

Warranty and Liability. 8.1 Warranty CENTREON warrants 6.1. It is agreed and understood that the Product(s) complies with their DocumentationREFRAME Program is provided “as is” and the Licensors make no representations or warranties of any kind, expressed or implied. Within three (3) months By way of example, but without limitation, the Licensors make no representations or warranties of merchantability, or fitness for any particular purpose or that the functions contained in the REFRAME Program will meet Licensee’s requirements. Furthermore, the Licensors do not warrant or make any representations regarding the use or the results of the delivery use of the Product(s)REFRAME Program in terms of correctness, CENTREON undertakes accuracy, reliability, or otherwise or that defects in the REFRAME Program will be corrected. It is the Licensees responsibility to correct all reproducible defects check the Software is returning appropriate results before reporting any scientific findings. The Licensor will not accept any responsibility for incorrect results. Licensor has not performed any searches or investigations into the existence of any third-party rights that may affect the use of the Product(s)REFRAME Program. After Licensor does not give any warranty that the exercise of any of the rights granted under this warranty periodAgreement will not infringe any other intellectual property or other rights of any third party. The above provisions regarding representations and warranties also apply, all defects attributable to the Product(s) are taken in charge by CENTREON under extent possible, to information regarding ideas, sources of materials, customer lists, formulas, files, drawings, specifications, patterns, devices, inventions, processes, methods, tools, materials, equipment, technology, documentation, printouts, reports, evaluation and/or other information on the support REFRAME Project Website and Product(s) updates Agreementwithin the REFRAME Program (“know-how”). 6.2. CENTREON warrants The Licensee acknowledges and agrees that the User against all claimsuse of the REFRAME Program is at the Licensee’s sole risk. The Licensors shall not be liable for any direct or indirect damages, demandsincluding, actionsbut not limited to, costs, expenses losses and damages arising from or incurred by reason of any claim for infringement of any Intellectual Property Right arising resulting from the use of Product(s)the REFRAME Program or the results generated through the use of the REFRAME Program. In this regardthe event of a statutory liability of the Licensor for third party damages, CENTREON Licensee shall indemnify and hold the Licensor harmless the User against any and all claims of third parties resulting from damages that it shall pay further to a definitive court decision and having for exclusive grounds the demonstration of such infringement. This warranty is subject to the following express conditions: • The User shall promptly notify CENTREON if any claim or demand is made or action brought against the User; • CENTREON shall lead the proceedings and be free to settle the case; • The User shall at the request of CENTREON provide to CENTREON all reasonable assistance for the purpose of contesting any claim or demand made or action brought against the User; • The alleged infringement could not have been avoided caused by the installation and use by the User of an upgrade provided by CENTREON. If any Product(s) provided by CENTREON infringes or is likely to infringe on a third party’s Intellectual Property Rights, CENTREON will promptly and at its own expense make its best efforts to: • obtain the right for the User to continue using such Product(s); or • replace the Product(s) to make its use non-infringing; or • modify the Product(s) to make its use non-infringing; or • reimburse to the User the price received under this Agreement in proportion to the Product(s) which have become unusable as a consequence of the infringement, and, when applicable, to the duration of the impossibility of use suffered by the User. The previous provisions set out the only appeal which the User can resort to; and the limits of CENTREON’s warranty for counterfeiting matters. CENTREON excludes any warranty of any sort other than those stipulated hereinabove, whether express or implicit, and notably any guarantee of merchantable capacity or of adaptation to a particular need of the User. In particular, the warranties do not cover: • Defects that were visible as of the date of delivery of the Product(s); • Defects, failures, or deteriorations resulting notably from any use of the Product(s) which does not comply with the Agreement and/or the recommendations for use made by CENTREON and, in particular, from the non-compliance with the standard conditions concerning the environment of use, or from the use of accessories or consumables non- compliant with CENTREON's specifications; • Defects, failures, or deteriorations resulting from computer viruses, from a malfunction or perturbation of computer or telecommunication networks and especially of the internet, from failures of software developed by third parties, or from any equivalent event; • Defects, failures, or deteriorations resulting from a change in the environment of the Product(s) that has not been previously accepted by CENTREON and, in particular, from any modification of the configuration of the hardware and software of implementation, such as, notably, a modification of its architecture, REFRAME Program or the addition results of any software which such use. For direct damages incurred by the Licensee in connection with this Agreement, the Licensor is not compatible with the Product(s) and the existence and specifications of which have not been brought to CENTREON's knowledge previously to their installation or implementation; • Defects, failures, or deteriorations resulting from modifications of the Product(s) and/or from their configuration, where liable only if they are made without a previous authorization from CENTREONcaused by unlawful intent or gross negligence. Any further liability shall be excluded to the extent legally admissible.

Warranty and Liability. 8.1 Limited Warranty CENTREON of Services and Software - MOBETIZE warrants that all services shall be performed in full conformity with the Product(sAgreement, with the skill and care which would be exercised by those who perform similar services at the time the services are performed, and in accordance with accepted industry practice. 8.2 SPECIFIC EXCLUSION OF OTHER WARRANTIES - THE WARRANTIES SET OUT IN SECTION 6.1, AND 8.1 ARE IN LIEU OF ALL OTHER WARRANTIES. THERE ARE NO OTHER WARRANTIES, REPRESENTATIONS, CONDITIONS, OR GUARANTEES OF ANY KIND WHATSOEVER, EITHER EXPRESS OR IMPLIED BY LAW (in contract or tort) complies with OR CUSTOM, INCLUDING, BUT NOT LIMITED TO THOSE REGARDING MERCHANTABILITY, FITNESS FOR PURPOSE, CORRESPONDENCE TO SAMPLE, TITLE, DESIGN, CONDITION, OR QUALITY IN RELATION TO THE SOFTWARE. WITHOUT LIMITING THE ABOVE, MOBETIZE DOES NOT WARRANT THAT THE SOFTWARE SHALL MEET THE REQUIREMENTS OF LICENSEE OR THAT THE OPERATION OF SOFTWARE SHALL BE FREE FROM INTERRUPTION OR ERRORS. 8.3 Restrictions on Warranty - in the event of licensee and sub licensee losing their Documentationsoftware installation through cause non attributable to MOBETIZE, MOBETIZE shall fulfill requests to provide a replacement copy software as originally purchased, and charge reasonable time and expenses for doing so. Within three If attributable to MOBETIZE, then MOBETIZE shall provide a replacement free of charge. 8.4 NO INDIRECT DAMAGES - IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT DAMAGES OR LOSSES (3IN CONTRACT OR TORT) months of the delivery of the Product(sIN CONNECTION WITH THE DELIVERABLES OR THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOST SAVINGS, OR INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR SPECIAL DAMAGES, EVEN IF CAUSED BY THE NEGLIGENCE OF THE OTHER PARTY AND EVEN IF THE PARTY SEEKING SUCH DAMAGES HAS KNOWLEDGE OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE. 8.5 LIMITS ON LIABILITY - IF FOR ANY REASON, A PARTY BECOMES LIABLE TO THE OTHER FOR DIRECT OR ANY OTHER DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION (IN CONTRACT OR TORT), CENTREON undertakes to correct all reproducible defects of the Product(s)INCURRED IN CONNECTION WITH THIS AGREEMENT, THE DELIVERABLES, THE CUSTOMIZATION, AND SOFTWARE MODULE DEVELOPMENT THEN, THE PARTIES AGREE THAT: a) THE LIABILITY OF EACH PARTY FOR ALL DAMAGES, INJURY, AND LIABILITY INCURRED BY THE OTHER IN CONNECTION WITH THIS AGREEMENT, SHALL BE LIMITED TO AN AMOUNT EQUAL TO ALL FEES PAID UNDER THIS AGREEMENT, BUT IN NO EVENT LESS THAN USD 750,000.00 (SEVEN HUNDRED AND FIFTY THOUSAND DOLLARS) PER EVENT, WHICHEVER IS GREATER AT THE TIME OF THE EVENT GIVING RISE TO THE CLAIM. After this warranty periodSoftware License Agreement EXHIBIT 10.1 MOBETIZE USA Inc. 8.6 NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, all defects attributable to the Product(sTHE LIMITATIONS OF LIABILITY CONTAINED (SECTIONS 8.4 AND 8.5) are taken in charge by CENTREON under the support and Product(s) updates Agreement. CENTREON warrants the User against all claimsDO NOT APPLY TO CLAIMS RELATING TO PROPERTY DAMAGE, demandsINJURY, actionsDEATH, costsAND SECTIONS 5.1, expenses losses and damages arising from or incurred by reason of any claim for infringement of any Intellectual Property Right arising from the use of Product(s). In this regard, CENTREON shall indemnify and hold harmless the User against all damages that it shall pay further to a definitive court decision and having for exclusive grounds the demonstration of such infringement. This warranty is subject to the following express conditions: • The User shall promptly notify CENTREON if any claim or demand is made or action brought against the User; • CENTREON shall lead the proceedings and be free to settle the case; • The User shall at the request of CENTREON provide to CENTREON all reasonable assistance for the purpose of contesting any claim or demand made or action brought against the User; • The alleged infringement could not have been avoided by the installation and use by the User of an upgrade provided by CENTREON. If any Product(s) provided by CENTREON infringes or is likely to infringe on a third party’s Intellectual Property Rights, CENTREON will promptly and at its own expense make its best efforts to: • obtain the right for the User to continue using such Product(s); or • replace the Product(s) to make its use non-infringing; or • modify the Product(s) to make its use non-infringing; or • reimburse to the User the price received under this Agreement in proportion to the Product(s) which have become unusable as a consequence of the infringement, and, when applicable, to the duration of the impossibility of use suffered by the User. The previous provisions set out the only appeal which the User can resort to; and the limits of CENTREON’s warranty for counterfeiting matters. CENTREON excludes any warranty of any sort other than those stipulated hereinabove, whether express or implicit, and notably any guarantee of merchantable capacity or of adaptation to a particular need of the User. In particular, the warranties do not cover: • Defects that were visible as of the date of delivery of the Product(s); • Defects, failures, or deteriorations resulting notably from any use of the Product(s) which does not comply with the Agreement and/or the recommendations for use made by CENTREON and, in particular, from the non-compliance with the standard conditions concerning the environment of use, or from the use of accessories or consumables non- compliant with CENTREON's specifications; • Defects, failures, or deteriorations resulting from computer viruses, from a malfunction or perturbation of computer or telecommunication networks and especially of the internet, from failures of software developed by third parties, or from any equivalent event; • Defects, failures, or deteriorations resulting from a change in the environment of the Product(s) that has not been previously accepted by CENTREON and, in particular, from any modification of the configuration of the hardware and software of implementation, such as, notably, a modification of its architecture, or the addition of any software which is not compatible with the Product(s) and the existence and specifications of which have not been brought to CENTREON's knowledge previously to their installation or implementation; • Defects, failures, or deteriorations resulting from modifications of the Product(s) and/or from their configuration, where they are made without a previous authorization from CENTREON5.2 OR SECTON 6.3 HEREIN.

Warranty and Liability. 8.1 Warranty CENTREON (a) NetSpeak warrants to Customer, and only to Customer, that all maintenance and support services shall be free from material defects in materials and workmanship under normal and proper use, and shall substantially conform to the specification to be published by NetSpeak. The fact that the Product(s) complies with their Documentation. Within three (3) months of the delivery of the Product(s)warranty runs only to Customer does not obviate NetSpeak's obligation to fulfill warranty claims by Customer which arise from claims by Customer's customers, CENTREON undertakes to correct although all reproducible defects of the Product(s). After this warranty period, all defects attributable to the Product(s) are taken in charge by CENTREON under the support and Product(s) updates Agreement. CENTREON warrants the User against all claims, demands, actions, costs, expenses losses and damages arising from or incurred by reason of any claim for infringement of any Intellectual Property Right arising from the use of Product(s). In this regard, CENTREON shall indemnify and hold harmless the User against all damages that it shall pay further to a definitive court decision and having for exclusive grounds the demonstration claims of such infringementcustomers shall be asserted by Customer. This warranty is subject to the following express conditions: • The User shall promptly notify CENTREON if any claim or demand is made or action brought against the User; • CENTREON shall lead the proceedings and be free to settle the case; • The User shall at the request of CENTREON provide to CENTREON all reasonable assistance for the purpose of contesting any claim or demand made or action brought against the User; • The alleged infringement could Customer agrees not have been avoided by the installation and use by the User of an upgrade provided by CENTREON. If any Product(s) provided by CENTREON infringes or is likely to infringe on a third party’s Intellectual Property Rights, CENTREON will promptly and at its own expense make its best efforts to: • obtain the right for the User to continue using such Product(s); or • replace the Product(s) to make its use non-infringing; or • modify the Product(s) to make its use non-infringing; or • reimburse to the User the price received under this Agreement in proportion to the Product(s) which have become unusable as a consequence of the infringement, and, when applicable, to the duration of the impossibility of use suffered by the User. The previous provisions set out the only appeal which the User can resort to; and the limits of CENTREON’s any other warranty for counterfeiting matters. CENTREON excludes any warranty of any sort other than commitment on NetSpeak's behalf beyond those stipulated hereinabove, whether express or implicit, and notably any guarantee of merchantable capacity or of adaptation to a particular need of the User. In particular, the warranties do not cover: • Defects that were visible as of the date of delivery of the Product(s); • Defects, failures, or deteriorations resulting notably from any use of the Product(s) which does not comply with the Agreement and/or the recommendations for use made by CENTREON and, in particular, from the non-compliance with the standard conditions concerning the environment of use, or from the use of accessories or consumables non- compliant with CENTREON's specifications; • Defects, failures, or deteriorations resulting from computer viruses, from a malfunction or perturbation of computer or telecommunication networks and especially of the internet, from failures of software developed by third parties, or from any equivalent event; • Defects, failures, or deteriorations resulting from a change in the environment of the Product(sforegoing limited warranty. (b) that has not been previously accepted by CENTREON andCUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF THE FOREGOING WARRANTY SHALL BE COMPLETION OF THE REQUIRED MAINTENANCE AND SUPPORT SERVICES. EXCEPT FOR THE FOREGOING, in particularNO OTHER REPRESENTATIONS OR WARRANTIES, from any modification of the configuration of the hardware and software of implementationINCLUDING, such asBUT NOT LIMITED TO, notablyTHE WARRANTIES OF WORKMANSHIP, a modification of its architectureMERCHANTABILITY, or the addition of any software which is not compatible with the Product(sFITNESS FOR PARTICULAR PURPOSE, DURABILITY OR NON-INFRINGEMENT ARE MADE BY NETSPEAK WITH REGARD TO THE NETSPEAK PRODUCTS. ALL TERMS AND CONDITIONS OF THE UNIFORM COMMERCIAL CODE REGARDING EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WHICH MAY APPLY TO THE NETSPEAK PRODUCT(S) and the existence and specifications of which have not been brought to CENTREON's knowledge previously to their installation or implementation; • DefectsOR SERVICES PERFORMED HEREUNDER ARE HEREBY SPECIFICALLY DISCLAIMED. NETSPEAK HAS NOT AUTHORIZED ANYONE TO MAKE ANY REPRESENTATION OR WARRANTY OTHER THAN AS PROVIDED ABOVE. IN NO EVENT WILL NETSPEAK BE LIABLE FOR ANY DAMAGES CAUSED BY EITHER PARTY'S FAILURE TO PERFORM ITS OBLIGATIONS HEREUNDER, failuresOR FOR ANY LOST PROFITS OR ANY INDIRECT, or deteriorations resulting from modifications of the Product(s) and/or from their configurationSPECIAL, where they are made without a previous authorization from CENTREONPUNITIVE, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, EVEN IF NETSPEAK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Warranty and Liability. 8.1 Warranty CENTREON The Licensee acknowledges that GEMPACK cannot be guaranteed error free and further acknowledges that the existence of any such errors shall not constitute a breach of this agreement. 8.2 Warranty/Support Period : all licensees are entitled to warranty protection, software support, updates and bug fixes for 6 months after purchase date. Support after 6 months is available to licensees who pay the relevant annual fee. 8.3 VU warrants that the Product(s) complies software is free from defects in manufacture and that during the Warranty/Support Period GEMPACK will perform substantially in accordance with their the Documentation. Within three (3) months . 8.4 During the Warranty/Support Period VU will rectify any errors in GEMPACK notified by the Licensee to VU. 8.5 The Licensee acknowledges that it has exercised its independent judgment in acquiring GEMPACK and has not relied on any representation made by VU which has not been stated expressly in this agreement or upon any descriptions or illustrations or specifications contained in any document including catalogues or publicity material produced by VU. 8.6 In the event any legislation, such as the Australian Competition and Consumer Act 2010, implies conditions or warranties into this agreement which cannot be lawfully excluded, such conditions and/or warranties will apply to this agreement, save that the liability of VU for breach of any such implied condition or warranty will be limited, at the option of VU to any one or more of the delivery following: (a) If the breach relates to goods: (i) the replacement of goods to which the breach relates or the supply of equivalent goods; (ii) the repair of such goods; (iii) the payment of the Product(s), CENTREON undertakes to correct all reproducible defects cost of replacing the goods or of acquiring equivalent goods; or (iv) the payment of the Product(s). After this warranty period, all defects attributable cost of having the goods repaired; and (b) If the breach relates to services: (i) the Product(s) are taken in charge by CENTREON under the support and Product(s) updates Agreement. CENTREON warrants the User against all claims, demands, actions, costs, expenses losses and damages arising from or incurred by reason of any claim for infringement of any Intellectual Property Right arising from the use of Product(s). In this regard, CENTREON shall indemnify and hold harmless the User against all damages that it shall pay further to a definitive court decision and having for exclusive grounds the demonstration of such infringement. This warranty is subject to the following express conditions: • The User shall promptly notify CENTREON if any claim or demand is made or action brought against the User; • CENTREON shall lead the proceedings and be free to settle the case; • The User shall at the request of CENTREON provide to CENTREON all reasonable assistance for the purpose of contesting any claim or demand made or action brought against the User; • The alleged infringement could not have been avoided by the installation and use by the User of an upgrade provided by CENTREON. If any Product(s) provided by CENTREON infringes or is likely to infringe on a third party’s Intellectual Property Rights, CENTREON will promptly and at its own expense make its best efforts to: • obtain the right for the User to continue using such Product(s); or • replace the Product(s) to make its use non-infringing; or • modify the Product(s) to make its use non-infringing; or • reimburse to the User the price received under this Agreement in proportion to the Product(s) which have become unusable as a consequence supplying of the infringement, and, when applicable, to services again; or (ii) the duration payment of the impossibility cost of use suffered by having the User. The previous provisions set out the only appeal which the User can resort to; and the limits of CENTREON’s warranty for counterfeiting matters. CENTREON excludes any services supplied again. 8.7 Save as otherwise provided in this clause 8, VU makes no representation or warranty of any sort other than those stipulated hereinabovekind, whether express or implicitimplied, statutory or otherwise, under or related to this agreement or with respect to GEMPACK, including without limitation any implied warranties of merchantability and fitness for a particular purpose, and notably all such warranties are hereby expressly disclaimed unless any guarantee of merchantable capacity legislation implies into this agreement any condition or of adaptation to warranty and that legislation avoids or prohibits provisions in a particular need contract excluding the application of the User. In particular, the warranties do condition or warranty. 8.8 VU will not cover: • Defects that were visible as be liable for: (a) loss or corruption of data; (b) for any indirect or consequential damages arising out of a breach of this agreement or arising out of the date supply of delivery a defective program; or (c) any direct, incidental or consequential damages arising out of the Product(s); • Defects, failures, or deteriorations resulting notably from any Licensee’s use of GEMPACK, any data used by the Product(s) which does not comply with the Agreement and/or the recommendations for use made by CENTREON andLicensee, in particular, and any results obtained from the non-compliance with the standard conditions concerning the environment of use, or from the use of accessories or consumables non- compliant with CENTREON's specifications; • Defects, failures, or deteriorations resulting from computer viruses, from a malfunction or perturbation of computer or telecommunication networks and especially GEMPACK (including any interpretation of the internetresults by the Licensee). 8.9 Subject to clause 8.6, from failures VU’s total cumulative liability in respect of software developed by third partiesall events whether in contract, tort, pursuant to statute or from any equivalent event; • Defects, failures, or deteriorations resulting from a change in otherwise shall be limited to an amount being the environment of the Product(s) that has not been previously accepted by CENTREON and, in particular, from any modification of the configuration of the hardware and software of implementation, such as, notably, a modification of its architecture, or the addition of any software which is not compatible with the Product(s) and the existence and specifications of which have not been brought to CENTREON's knowledge previously to their installation or implementation; • Defects, failures, or deteriorations resulting from modifications of the Product(s) and/or from their configuration, where they are made without a previous authorization from CENTREONLicence Fee payable under this agreement.

Warranty and Liability. 8.1 Warranty CENTREON warrants ALL SERVICES AND MATERIALS ARE PROVIDED BY SIOS "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN NO EVENT SHALL SIOS , ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND/OR CONSULTANTS, BE LIABLE TO CUSTOMER OR ANY OF ITS AFFILIATES FOR INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES EVEN IF SIOS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR FOR LOSS OR DAMAGE DIRECTLY OR INDIRECTLY ARISING FROM THE SERVICES PROVIDED HEREUNDER. SIOS'S CUMULATIVE LIABILITY HEREUNDER FOR DAMAGES, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE SUPPORT FEES ACTUALLY PAID BY CUSTOMER FOR THE SUPPORT SERVICES AS OF THE DATE SUCH CLAIM AROSE. SIOS SHALL NOT BE LIABLE FOR ANY LOST PROFITS, LOSS OF DATA OR FOR ANY CLAIM OR DEMAND AGAINST THE CUSTOMER BY ANY THIRD PARTY ON ACCOUNT OF SERVICES PERFORMED HEREUNDER. Supported hardware and software configurations are set forth at ▇▇▇▇://▇▇▇▇▇▇▇.▇▇.▇▇▇▇.▇▇▇/ as well as on Program documentation. SIOS shall have no responsibility or liability under this Support Agreement or any warranty hereunder, if any, to correct, validate, bring into compliance or otherwise remedy any problem with the Program(s) that is caused in whole or in part due to the incompatibility of Customer's environment, hardware or software with the Program(s). SIOS recommends that the Product(s) complies with Programs be installed by a SIOS certified specialist. However, if the Customer elects to install the Programs without the assistance of a SIOS certified specialist, the Customer is solely responsible for ensuring that the Programs are installed properly to achieve their Documentationintended results and the results actually obtained. Within three (3) months of the delivery of the Product(s)Accordingly, CENTREON undertakes to correct all reproducible defects of the Product(s). After this warranty period, all defects attributable to the Product(s) are taken in charge by CENTREON under the support and Product(s) updates Agreement. CENTREON warrants the User against all claims, demands, actions, costs, expenses losses and damages arising from SIOS shall have no responsibility or incurred by reason of any claim for infringement of any Intellectual Property Right arising from the use of Product(s). In this regard, CENTREON shall indemnify and hold harmless the User against all damages that it shall pay further to a definitive court decision and having for exclusive grounds the demonstration of such infringement. This warranty is subject to the following express conditions: • The User shall promptly notify CENTREON if any claim or demand is made or action brought against the User; • CENTREON shall lead the proceedings and be free to settle the case; • The User shall at the request of CENTREON provide to CENTREON all reasonable assistance for the purpose of contesting any claim or demand made or action brought against the User; • The alleged infringement could not have been avoided by the installation and use by the User of an upgrade provided by CENTREON. If any Product(s) provided by CENTREON infringes or is likely to infringe on a third party’s Intellectual Property Rights, CENTREON will promptly and at its own expense make its best efforts to: • obtain the right for the User to continue using such Product(s); or • replace the Product(s) to make its use non-infringing; or • modify the Product(s) to make its use non-infringing; or • reimburse to the User the price received liability under this Technical Support Agreement in proportion to the Product(s) which have become unusable as a consequence of the infringement, and, when applicableor any warranty hereunder, to the duration extent such warranty exists, to correct, validate, bring into compliance or otherwise remedy any problem with the Program(s) that is caused in whole or in part by the improper or inadequate installation of the impossibility Program(s) by Customer or incompatibility of use suffered by the User. The previous provisions set out the only appeal which the User can resort to; and the limits of CENTREON’s warranty for counterfeiting matters. CENTREON excludes any warranty of any sort other than those stipulated hereinaboveCustomer's environment, whether express hardware or implicit, and notably any guarantee of merchantable capacity or of adaptation to a particular need of the User. In particular, the warranties do not cover: • Defects that were visible as of the date of delivery of the Product(s); • Defects, failures, or deteriorations resulting notably from any use of the Product(s) which does not comply software with the Agreement and/or the recommendations for use made by CENTREON and, in particular, from the non-compliance with the standard conditions concerning the environment of use, or from the use of accessories or consumables non- compliant with CENTREON's specifications; • Defects, failures, or deteriorations resulting from computer viruses, from a malfunction or perturbation of computer or telecommunication networks and especially of the internet, from failures of software developed by third parties, or from any equivalent event; • Defects, failures, or deteriorations resulting from a change in the environment of the Product(s) that has not been previously accepted by CENTREON and, in particular, from any modification of the configuration of the hardware and software of implementation, such as, notably, a modification of its architecture, or the addition of any software which is not compatible with the Product(s) and the existence and specifications of which have not been brought to CENTREON's knowledge previously to their installation or implementation; • Defects, failures, or deteriorations resulting from modifications of the Product(s) and/or from their configuration, where they are made without a previous authorization from CENTREONProgram(s).

Warranty and Liability. 8.1 Warranty CENTREON 6.1 CONTRACTOR shall use reasonable efforts, comparable to efforts for its own comparable development to achieve the goals of the DEVELOPMENT WORK, but CONTRACTOR shall be liable to CUSTOMER only in the event of wilfulness or gross negligence. 6.2 CONTRACTOR warrants that no third party has raised any claims of whatever nature against CONTRACTOR with regard to its INFORMATION on the Product(s) complies with their Documentation. Within three (3) months date of effectiveness of the delivery relevant STATEMENT OF WORK. CONTRACTOR also warrants as of the Product(s)Effective Date, CENTREON undertakes to correct all reproducible defects of the Product(s). After this warranty period, all defects attributable to the Product(s) are taken in charge by CENTREON under the support and Product(s) updates Agreement. CENTREON warrants the User against all claims, demands, actions, costs, expenses losses and damages arising from or incurred by reason that it is not aware of any claim for infringement of any Intellectual Property Right arising from patent or other intellectual property rights of a third party by any Licensed Saifun IP or any Licensed Product (as these terms are defined under the use of Product(s). In License Agreement) designed for CONFIDENTIAL December 20, 2004 -17 CUSTOMER under this regardBasic Agreement, CENTREON shall indemnify and hold harmless the User against all damages that it shall pay further to a definitive court decision and having for exclusive grounds the demonstration of no such infringement. This warranty is subject to the following express conditions: • The User shall promptly notify CENTREON if any claim or demand is allegation has been made or action brought against the User; • CENTREON shall lead the proceedings and be free to settle the case; • The User shall at the request by any third party. CONTRACTOR will inform CUSTOMER immediately as soon as it becomes aware that rights of CENTREON provide to CENTREON all reasonable assistance for the purpose of contesting any claim or demand made or action brought against the User; • The alleged infringement could not third parties might have been avoided by the installation and use by the User infringed or that third parties do infringe upon CUSTOMER rights in any way with regard to INFORMATION of an upgrade CONTRACTOR and/or DEVELOPMENT RESULTS and/or TECHNOLOGIES AND SERVICES. The sole obligation of CUSTOMER with respect to its INFORMATION shall be to forward same to CONTRACTOR as provided by CENTREON. If any Product(s) provided by CENTREON infringes or is likely to infringe on a third party’s Intellectual Property Rights, CENTREON will promptly and at its own expense make its best efforts to: • obtain the right for the User to continue using such Product(s); or • replace the Product(s) to make its use non-infringing; or • modify the Product(s) to make its use non-infringing; or • reimburse to the User the price received under in this Agreement in proportion to the Product(s) which have become unusable as a consequence of the infringementBasic Agreement, and, when applicable, to the duration of the impossibility of use suffered by the Usercorrect errors that might have occurred in this INFORMATION without undue delay after such errors were made known to CUSTOMER. The previous provisions set out the only appeal which the User can resort to; and the limits of CENTREON’s warranty for counterfeiting matters. CENTREON excludes any No other warranty of any sort other than those stipulated hereinaboveCUSTOMER of whatever kind and nature shall exist. 6.3 Either PARTY represents and warrants that it has sufficient power, whether express right and authority to enter into this Agreement and to grant the rights and undertake the obligations set forth in this Agreement and there are no outstanding assignments, encumbrances, obligations or implicit, agreements to which it is a party or by which it is bound and notably any guarantee of merchantable capacity or of adaptation to a particular need of the User. In particular, the warranties do not cover: • Defects that were visible as of the date of delivery of the Product(s); • Defects, failures, or deteriorations resulting notably from any use of the Product(s) which does not comply are inconsistent with the Agreement and/or the recommendations for use made by CENTREON and, in particular, from the non-compliance with the standard conditions concerning the environment of use, or from the use of accessories or consumables non- compliant with CENTREON's specifications; • Defects, failures, or deteriorations resulting from computer viruses, from a malfunction or perturbation of computer or telecommunication networks and especially of the internet, from failures of software developed by third parties, or from any equivalent event; • Defects, failures, or deteriorations resulting from a change in the environment of the Product(s) that has not been previously accepted by CENTREON and, in particular, from any modification of the configuration of the hardware and software of implementation, such as, notably, a modification of its architecture, or the addition of any software which is not compatible with the Product(s) and the existence and specifications of which have not been brought to CENTREON's knowledge previously to their installation or implementation; • Defects, failures, or deteriorations resulting from modifications of the Product(s) and/or from their configuration, where they are made without a previous authorization from CENTREONthis Agreement.

Warranty and Liability. 8.1 Warranty CENTREON 6.1 While Collexis does not warrant that the operation of the Collexis Software during the term of this Agreement will be uninterrupted or Error-free, Collexis warrants that during the Product(s) complies with their Documentation. Within three (3) months of Warranty Period the delivery of the Product(s)Collexis Software as delivered to Customer, CENTREON undertakes to correct conforms in all reproducible defects of the Product(s). After this warranty period, all defects attributable material respects to the Product(s) are taken Product Description. 6.2 During the Warranty Period, Collexis will use commercially reasonable efforts to correct, at no charge to Client, any nonconformity, including, without limitation, performing Support Services in charge by CENTREON under accordance with the support and Product(s) updates Support & Maintenance Agreement. CENTREON warrants . 6.3 The warranties stated in this Article shall in no event apply in the User against all claims, demands, actions, costs, expenses losses and damages arising from or incurred by reason event of any claim for infringement of any Intellectual Property Right arising from the use of Product(s). In this regardmisuse (including, CENTREON shall indemnify and hold harmless the User against all damages that it shall pay further to a definitive court decision and having for exclusive grounds the demonstration of such infringement. This warranty is subject to the following express conditions: • The User shall promptly notify CENTREON if any claim or demand is made or action brought against the User; • CENTREON shall lead the proceedings and be free to settle the case; • The User shall at the request of CENTREON provide to CENTREON all reasonable assistance for the purpose of contesting any claim or demand made or action brought against the User; • The alleged infringement could not have been avoided by the installation and use by the User of an upgrade provided by CENTREON. If any Product(s) provided by CENTREON infringes or is likely to infringe on a third party’s Intellectual Property Rightswithout limitation, CENTREON will promptly and at its own expense make its best efforts to: • obtain the right for the User to continue using such Product(s); or • replace the Product(s) to make its use non-infringing; or • modify the Product(s) to make its use non-infringing; or • reimburse to the User the price received under this Agreement in proportion to the Product(s) which have become unusable as a consequence of the infringement, and, when applicable, to the duration of the impossibility of use suffered by the User. The previous provisions set out the only appeal which the User can resort to; and the limits of CENTREON’s warranty for counterfeiting matters. CENTREON excludes any warranty of any sort other than those stipulated hereinabove, whether express or implicit, and notably any guarantee of merchantable capacity or of adaptation to a particular need of the User. In particular, the warranties do not cover: • Defects that were visible as of the date of delivery of the Product(s); • Defects, failures, or deteriorations resulting notably from any use of the Product(s) which does not comply with the Agreement and/or the recommendations for use made by CENTREON and, in particular, from the non-compliance with the standard conditions concerning the environment of use, or from the use of accessories or consumables non- compliant with CENTREON's specifications; • Defects, failures, or deteriorations resulting from computer viruses, from a malfunction or perturbation of computer or telecommunication networks and especially Collexis Software outside of the internetoperating environment approved in writing by Collexis); accident; unauthorized modification; an unsuitable physical or operating environment; an operation in other than the approved operating environment; improper maintenance; a failure caused by a product for which Collexis is not responsible; or with respect to repair of damaged or lost data. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 6.1, from failures CUSTOMER HEREBY ACKNOWLEDGES AND AGREES THAT THE SYSTEM IS BEING PROVIDED TO CUSTOMER, “AS IS, WITH ALL FAULTS,” AND THAT COLLEXIS MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE USEFULNESS, ACCURACY, COMPLETENESS, FEASIBILITY, RELIABILITY OR EFFECTIVENESS OF THE SYSTEM, OR THAT THE OPERATION OF THE SYSTEM WILL BE UNINTERRUPTED OR FREE FROM ANY NONCONFORMITY OR OTHER ERRORS. WITHOUT LIMITING THE FOREGOING, COLLEXIS HEREBY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IN CONNECTION WITH THE COLLEXIS SOFTWARE. 6.4 Customer acknowledges that it is the responsibility of software developed by third parties, or from any equivalent event; • Defects, failures, or deteriorations resulting from a change in the environment Customer to implement its copy of the Product(s) that has not been previously accepted by CENTREON and, in particular, from Collexis Software together with any modification of the configuration of the other hardware and software of implementation, such as, notably, a modification of selected by Customer in combination to meet its architecture, or the addition of any software which is not compatible with the Product(s) and the existence and specifications of which have not been brought to CENTREON's knowledge previously to their installation or implementation; • Defects, failures, or deteriorations resulting from modifications of the Product(s) and/or from their configuration, where they are made without a previous authorization from CENTREONrequirements.

Warranty and Liability. 8.1 Warranty CENTREON 3.1 Zealth warrants that: i) it has the authority to enter into this Agreement; ii) to its knowledge the Software does not include any malicious code or viruses. 3.2 Licensee represents and warrants that i) all obligations, statements relating to Licensee herein in this Agreement are true; ii) it shall comply by the Product(sterms of this Agreement; iii) complies it has the rights to enter into this Agreement; and iv) it shall comply with their Documentationall laws. 3.3 EXCEPT AS SET FORTH ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, ZEALTH MAKES NO WARRANTIES, WHETHER EXPRESS OR IMPLIED, OR STATUTORY, REGARDING OR RELATING TO THE SOFTWARE, SERVICES OR DOCUMENTATION, OR ANY OTHER MATERIAL OR SERVICES. Within three SPECIFICALLY, ZEALTH DOES NOT WARRANT AND DISCLAIMS THAT THE SOFTWARE AND THE SERVICES WILL BE ERROR FREE, NON- INFRINGING OR WILL PERFORM IN AN UNINTERRUPTED MANNER. THE SOFTWARE AND THE SERVICES ARE PROVIDED “AS IS”, AD WITH “ALL FAULTS”. TO THE GREATEST EXTENT ALLOWED BY LAW, ZEALTH SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE (3) months of the delivery of the Product(sEVEN IF ZEALTH HAD BEEN INFORMED OF SUCH A PURPOSE), CENTREON undertakes to correct all reproducible defects of the Product(sAND MERCHANTABILITY. FURTHER LICENSEE ASSUMES ALL RISKS THAT THE SOFTWARE AND SERVICES ARE SUITABLE OR ACCURATE FOR THE LICENSEE’S NEEDS, AND THE USE OF THE SOFTWARE AND THE SERVICES IS THE LICENSEE’S OWN DISCRETION AND RISK. 3.4 IN NO EVENT WILL ZEALTH BE LIABLE FOR ANY LOSS OF PROFIT, LOSS OF USE, BUSINESS INTERRUPTIONS, LOSS OF DATA, LOSS OF GOODWILL, COST OF COVER OR INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE FURNISHING, PERFORMANCE, OR USE OF THE SOFTWARE OR RECEIPT OF THE SERVICES HEREUNDER OR ANY DELAY IN DELIVERY OF THE SOFTWARE OR SERVICES, IRRESPECTIVE OF WHETHER IT HAS AN ADVANCE NOTICE OF THE POSSIBILITY OF ANY SUCH DAMAGES. IN ANY EVENT ZEALTH’S TOTAL AGGREGATE LIABILITY (WHETHER IN CONTRACT, LAW OR TORT), FOR DAMAGES, LIABILITIES OR LOSS, HOWSOEVER ARISING OR CAUSE, WHETHER OR NOT ARISING OUT OF ZEALTH’S NEGLIGENCE SHALL IN NO EVENT BE GREATER THAN INR 10,000. After this warranty periodTHE DISCLAIMER OF WARRANTIES, all defects attributable to the Product(sEXCLUSIVE REMEDIES AND LIMITED LIABILITIES SET FORTH IN THIS AGREEMENT ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ZEALTH AND LICENSEE. 3.5 IF LICENSEE iS A RECEIVER OF MEDICAL ADVISE, AND TREATMENT, LICENSEE REPRESENTS, WARRANTS, COVENANTS AND UNDERSTANDS THAT THE DOCTORS, AND OTHER MEDICAL PROFESSIONALS (“MEDICAL PRACTITIONERS”) are taken in charge by CENTREON under the support and Product(s) updates AgreementARE INDEPENDENT PROFESSIONS, AND ZEALTH IS SOLELY AN INTERMEDIARY CONNECTING THE MEDICAL PRACTITIONERS AND HOSPITALS TO THE LICENSEE, AND DOES NOT TAKE ANY RESPONSIBILITY FOR THE SUGGESTIONS, PRESCRIPTIONS OR ANY MEDICAL ADVISE PROVIDED BY THE MEDICAL PRACTITIONERS. CENTREON warrants the User against all claimsZEALTH DOES NOT TAKE ANY RESPONSIBILITY FOR VALIDATING THE CREDENTIALS OF SUCH MEDICAL PRACTITIONERS. 3.6 IF LICENSEE IS A MEDICAL PRACTITIONER, demands, actions, costs, expenses losses and damages arising from or incurred by reason of any claim for infringement of any Intellectual Property Right arising from the use of Product(s)LICENSEE REPRESENTS AND WARRANTS THAT LICENSEE IS IN GOOD STANDING WITH THE MEDICAL COUNCIL OF THE STATE IN WHICH LICENSEE PRACTISES. In this regard, CENTREON LICENSEE REPRESENTS AND WARRANTS THAT ANY MEDICAL ADVISE BEING PROVIDED SHALL BE AS PER THE STANDARDS EXPECTED OF A LEARNED MEDICAL PRACTITIONER. 3.7 The Licensee shall indemnify and hold Zealth, its agents, owners, subcontractors and partners harmless the User from and against any and all damages that it shall pay further to a definitive court decision and having claims against for exclusive grounds the demonstration breach of such infringement. This warranty is subject to the following express conditions: • The User shall promptly notify CENTREON if any claim or demand is made or action brought against the User; • CENTREON shall lead the proceedings and be free to settle the case; • The User shall at the request Licensee’s confidentiality obligations, negligence, fraud, personal injury, breach of CENTREON provide to CENTREON all reasonable assistance for the purpose of contesting any claim or demand made or action brought against the User; • The alleged infringement could not have been avoided by the installation and use by the User of an upgrade provided by CENTREON. If any Product(s) provided by CENTREON infringes or is likely to infringe on a third party’s Intellectual Property Rightsapplicable laws, CENTREON will promptly and at its own expense make its best efforts to: • obtain the right for the User to continue using such Product(s); or • replace the Product(s) to make its use non-infringing; or • modify the Product(s) to make its use non-infringing; or • reimburse to the User the price received under this Agreement in proportion to the Product(s) which have become unusable as a consequence of the infringement, and, when applicable, to the duration of the impossibility of use suffered by the User. The previous provisions set out the only appeal which the User can resort to; and the limits of CENTREON’s warranty for counterfeiting matters. CENTREON excludes any warranty of any sort other than those stipulated hereinabove, whether express or implicitdata privacy, and notably any guarantee breach of merchantable capacity or of adaptation to a particular need of the User. In particularthis Agreement, the warranties do not cover: • Defects that were visible as of the date of delivery of the Product(s); • Defects, failures, or deteriorations resulting notably from any use of the Product(s) which does not comply with the Agreement and/or the recommendations for use made by CENTREON and, in particular, from the non-compliance with the standard conditions concerning the environment of use, or from the use of accessories or consumables non- compliant with CENTREON's specifications; • Defects, failures, or deteriorations resulting from computer viruses, from a malfunction or perturbation of computer or telecommunication networks and especially of the internet, from failures of software developed by third parties, or from any equivalent event; • Defects, failures, or deteriorations resulting from a change in the environment of the Product(s) that has not been previously accepted by CENTREON and, in particular, from any modification of the configuration of the hardware and software of implementation, such as, notably, a modification of its architecture, or the addition of any software which is not compatible with the Product(s) and the existence and specifications of which have not been brought to CENTREON's knowledge previously to their installation or implementation; • Defects, failures, or deteriorations resulting from modifications of the Product(s) and/or from their configuration, where they are made without a previous authorization from CENTREONincluding Section 3.

Warranty and Liability. 8.1 7.1 For and during the Warranty CENTREON Period (as defined below), Company warrants that the Product(sGoods will comply in all material respects with any specifications for the Goods agreed to in writing between Company and Customer. If no specification for the Goods has been agreed to in writing between Company and Customer, Company warrants for and during the Warranty Period that the Goods will comply in all material respects with the specifications published by Company in relation to the Goods from time to time (if any), or, in the absence of any specification (agreed or published), the Goods will be free from material defects in workmanship or materials (the “Warranty”). 7.2 THE FOREGOING WARRANTY IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 7.3 Any claim for defect with respect to the Goods sold hereunder shall be deemed waived by Customer unless Company is notified in writing, in the case of defects apparent on visual inspection, within sixty (60) complies with their Documentation. Within three days from Delivery, or, in the case of defects not apparent on visual inspection, within twelve (312) months from Delivery (such 60 days or 12 months, as applicable, the “Warranty Period”). All Goods claimed to be defective shall be held subject to Company’s inspection, and Company shall not be liable for the cost of any repairs performed without its express written consent. The Goods claimed to be defective may be returned prepaid to Company’s plant for inspection in accordance with return shipping instructions that Company shall furnish to Customer upon receipt of Customer’s notice of claim. If the claim is established, Company will reimburse Customer for all shipping costs incurred in connection with such return. 7.4 This Warranty is made to Customer and does not extend to any other person or entity and is not assignable. 7.5 This Warranty shall not apply (a) if the Goods have been subject to improper storage, accident, misuse or unauthorized modifications, alterations, or repairs, or have not been installed, operated, and maintained in accordance with procedures approved by Company, (b) to normal wear and tear, (c) to any errors, omissions or defects contained in the specifications or designs provided by Customer or (d) to any components manufactured by Customer or a third party not approved by Company. 7.6 Customer shall indemnify and keep Company indemnified in full against all and any direct, indirect or consequential liabilities (all three of which terms include without limitation loss of profit, loss of business, depletion of goodwill and like loss), losses, claims, damages, costs and expenses (including all legal and other professional expenses) awarded against or incurred or paid by Company as a result of or in connection with any breach of the delivery Contract by Customer and death or personal injury to Company’s employees or agents while such employees or agents are on any premises of Customer in connection with the Contract. Without limiting the foregoing, Customer shall indemnify Company against all claims by any third parties for any claims, loss, damage or expense resulting from the breach by Customer of any of its obligations under these Terms, including without limitation, any modification, misuse, or unapproved alteration of, or use of non-approved components with, the Goods. 7.7 To the fullest extent permitted by law, under no circumstances will Company be liable to Customer for an amount in excess of the Product(s)price paid, CENTREON undertakes or to correct all reproducible defects be paid, for the Goods for any claims, losses, liens, costs, liabilities, causes of the Product(s). After this warranty periodaction, all defects attributable to the Product(s) are taken in charge by CENTREON under the support and Product(s) updates Agreement. CENTREON warrants the User against all claimssuits, demands, actionsjudgments, obligations, fines, penalties, damages, requirements, violations, and expenses (including without limitation, attorneys’ fees, court costs, expenses losses and damages costs of investigation) of any nature, kind, or description, whether based in contract, warranty, indemnity, or tort (including negligence and strict liability), of any person or entity, directly or indirectly, arising out of, resulting from or incurred by reason of any claim for infringement of any Intellectual Property Right arising from the use of Product(s). In this regard, CENTREON shall indemnify and hold harmless the User against all damages that it shall pay further to a definitive court decision and having for exclusive grounds the demonstration of such infringement. This warranty is subject related to the following express conditions: • The User shall promptly notify CENTREON if any claim or demand is made or action brought against the User; • CENTREON shall lead the proceedings and be free to settle the case; • The User shall at the request of CENTREON provide to CENTREON all reasonable assistance for the purpose of contesting any claim or demand made or action brought against the User; • The alleged infringement could not have been avoided by the installation and use by the User of an upgrade provided by CENTREON. If any Product(s) provided by CENTREON infringes or is likely to infringe on a third party’s Intellectual Property Rights, CENTREON will promptly and at its own expense make its best efforts to: • obtain the right for the User to continue using such Product(s); or • replace the Product(s) to make its use non-infringing; or • modify the Product(s) to make its use non-infringing; or • reimburse to the User the price received under this Agreement in proportion to the Product(s) which have become unusable as a consequence of the infringement, and, when applicable, to the duration of the impossibility of use suffered by the User. The previous provisions set out the only appeal which the User can resort to; and the limits of CENTREON’s warranty for counterfeiting matters. CENTREON excludes any warranty of any sort other than those stipulated hereinabove, whether express or implicit, and notably any guarantee of merchantable capacity or of adaptation to a particular need of the User. In particular, the warranties do not cover: • Defects that were visible as of the date of delivery of the Product(s); • Defects, failures, or deteriorations resulting notably from any use of the Product(s) which does not comply with the Agreement and/or the recommendations for use made by CENTREON and, in particular, from the non-compliance with the standard conditions concerning the environment of use, or from the use of accessories or consumables non- compliant with CENTREON's specifications; • Defects, failures, or deteriorations resulting from computer viruses, from a malfunction or perturbation of computer or telecommunication networks and especially of the internet, from failures of software developed by third parties, or from any equivalent event; • Defects, failures, or deteriorations resulting from a change in the environment of the Product(s) that has not been previously accepted by CENTREON and, in particular, from any modification of the configuration of the hardware and software of implementation, such as, notably, a modification of its architecture, Contract or the addition of any software which is not compatible with the Product(s) and the existence and specifications of which have not been brought to CENTREON's knowledge previously to their installation or implementation; • Defects, failures, or deteriorations resulting from modifications of the Product(s) and/or from their configuration, where they are made without a previous authorization from CENTREONGoods.

Warranty and Liability. 8.1 Warranty CENTREON 11.1 BM hereby warrants that the Product(s) complies Products will be produced in accordance with their Documentationthe applicable regulations and statutory requirements, will fully conform to the Product specifications listed in Attachment A hereto, and will be free from defects in materials or workmanship. Within three (3) months BM's manufacturing processes shall meet the requirements of any manufacturing standards applicable to materials included or used in the manufacture of in vitro diagnostic products of like kind as GEN-PROBE's TMA products, but not less than such manufacturing processes as are controlled and validated, with adequate records of the delivery processes used. If BM incurs additional costs in order to meet standards imposed after the Signing Date of this Agreement, the prices charged pursuant to Section 4 are subject to change to the extent necessary to compensate BM for such changes. To the extent that adequate compensation for such proposed changes cannot be provided to BM by way of reasonable adjustment to the purchase price of the Product(s)Products, CENTREON undertakes the parties will negotiate in good faith for another form of payment to correct all reproducible defects BM. If the parties are not able to agree on such compensation, either party may terminate this Agreement. Beyond the warranties expressly stated herein, BM shall assume no warranty as to the fitness of the Product(s)Products for the purpose intended by GEN-PROBE. After THE FOREGOING WARRANTY SHALL BE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WAY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO CASE SHALL BM BE LIABLE FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. The financial liability of BM in connection with its warranty obligations under this warranty period, all defects attributable Section 11.1 shall be limited to the Product(s) are taken reimbursement or crediting of the price of the defective Products to GEN-PROBE or, where this may be agreed between the Parties hereto, to the supply of the Products in charge by CENTREON replacement for the defective Products. Nothing in this Section shall limit GEN-PROBE's rights under the support and Product(s) updates Agreement. CENTREON warrants the User against all claimsSection 11.2. 11.2 BM will defend, demands, actions, costs, expenses losses and damages arising from or incurred by reason of any claim for infringement of any Intellectual Property Right arising from the use of Product(s). In this regard, CENTREON shall indemnify and hold harmless the User against GEN-PROBE from any and all claims, liabilities or reasonable out-of-pocket expenses arising from or related to any and all claims and will pay all cost of damages that it finally awarded in any proceedings or any settlement made with BM's consent with respect to any claims for damages alleged to have been sustained as a result of BM's negligent acts or omissions. Excepted from such hold harmless obligation shall be indirect or consequential damages whether or not based on negligence. GEN-PROBE will defend, indemnify and hold harmless BM from any and all claims, liabilities or reasonable out-of-pocket expenses arising from or related to any and all claims and will pay further all cost of damages finally awarded in any proceedings or any settlement made with GEN-PROBE's consent with respect to any claims for damages alleged to have been sustained as a definitive court decision and having for exclusive grounds the demonstration result of GEN-PROBE's negligent acts or omissions. Excepted from such infringementhold harmless obligation shall be indirect or consequential damages whether or not based on negligence. This warranty is subject [***] 11.3 Each party agrees to promptly give written notice to the following express conditions: • The User other party of the commencement of any action, suit or proceeding for which indemnification may be sought, and the indemnifying party, through counsel reasonably satisfactory to the indemnified party shall promptly notify CENTREON if assume the defense thereof. It is agreed, however, that the indemnified party shall be entitled to participate in any claim such action, suit or demand is made or action brought against the User; • CENTREON shall lead the proceedings and be free to settle the case; • The User shall at the request proceeding with counsel of CENTREON provide to CENTREON all reasonable assistance for the purpose of contesting any claim or demand made or action brought against the User; • The alleged infringement could not have been avoided by the installation and use by the User of an upgrade provided by CENTREON. If any Product(s) provided by CENTREON infringes or is likely to infringe on a third party’s Intellectual Property Rightsits own choice, CENTREON will promptly and but at its own expense make its best efforts to: • obtain the right for the User to continue using such Product(s); or • replace the Product(s) to make its use non-infringing; or • modify the Product(s) to make its use non-infringing; or • reimburse to the User the price received under this Agreement in proportion to the Product(s) which have become unusable as a consequence of the infringement, and, when applicable, to the duration of the impossibility of use suffered by the User. The previous provisions set out the only appeal which the User can resort to; and the limits of CENTREON’s warranty for counterfeiting matters. CENTREON excludes any warranty of any sort other than those stipulated hereinabove, whether express or implicit, and notably any guarantee of merchantable capacity or of adaptation to a particular need of the User. In particular, the warranties do not cover: • Defects that were visible as of the date of delivery of the Product(s); • Defects, failures, or deteriorations resulting notably from any use of the Product(s) which does not comply with the Agreement and/or the recommendations for use made by CENTREON and, in particular, from the non-compliance with the standard conditions concerning the environment of use, or from the use of accessories or consumables non- compliant with CENTREON's specifications; • Defects, failures, or deteriorations resulting from computer viruses, from a malfunction or perturbation of computer or telecommunication networks and especially of the internet, from failures of software developed by third parties, or from any equivalent event; • Defects, failures, or deteriorations resulting from a change in the environment of the Product(s) that has not been previously accepted by CENTREON and, in particular, from any modification of the configuration of the hardware and software of implementation, such as, notably, a modification of its architecture, or the addition of any software which is not compatible with the Product(s) and the existence and specifications of which have not been brought to CENTREON's knowledge previously to their installation or implementation; • Defects, failures, or deteriorations resulting from modifications of the Product(s) and/or from their configuration, where they are made without a previous authorization from CENTREONexpense.

Warranty and Liability. 8.1 Warranty CENTREON The Licensor warrants that: (a) that it has the right to license the Software to the End User; (b) as at the date of this ▇▇▇▇, it is not aware (without having conducted any specific enquiries) of any claims that the Product(sSoftware infringes the intellectual property rights of third parties; and (c) complies that the Software will substantially operate in accordance with their Documentationthe specifications set out in the Documentation (Operating Specifications). Within three Except for the limited warranties described in the above terms, condition and warranties which by law may not be excluded, to the extent permitted by law the Software is sold “as is”, and the End User assumes the entire risk as to its use, quality and performance. Without limiting the foregoing, the Licensor disclaims liability to the fullest extent permitted by law as to: (3a) months merchantability of the delivery Software; (b) fitness of the Product(s), CENTREON undertakes to correct all reproducible defects Software for a particular purpose; (c) error-free operation of the Product(s)Software; and (d) any other warranties, express or implied. After this warranty period, all defects attributable It is the End User’s responsibility to verify the Product(s) are taken in charge by CENTREON under the support and Product(s) updates Agreement. CENTREON warrants the User against all claims, demands, actions, costs, expenses losses and damages arising from or incurred by reason of any claim for infringement of any Intellectual Property Right arising results obtained from the use of Product(s)the Software. If the End User believes that the Software does not operate in accordance with the Documentation provided, the Licensor will replace the Software at no charge to the End User, provided that the End User notifies the Licensor in writing with a description of the reasons why the End User believes that the Software does not operate in accordance with the Documentation provided. TO THE EXTENT PERMITTED BY LAW THIS IS THE END USER’S SOLE REMEDY. TO THE EXTENT PERMITTED BY LAW, THE LICENSOR EXCLUDES ALL OTHER LIABILITY TO THE END USER AND ANY PERSON FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES, LOSS OF DATA, GOODWILL, BUSINESS OPPORTUNITY, PROFITS OR REVENUE, HOWEVER OCCURRING AND UNDER ANY CAUSE OF ACTION EVEN IF THE LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In this regardthe event that any of the above limitations or exclusions are held to be unenforceable, CENTREON the Licensor’s total liability shall indemnify and hold harmless not exceed the amount of the licence fee paid by the End User against all damages that it shall pay further to a definitive court decision and having for exclusive grounds the demonstration of such infringement. This warranty is subject to the following express conditions: • The User shall promptly notify CENTREON if any claim or demand is made or action brought against the User; • CENTREON shall lead the proceedings and be free to settle the case; • The User shall at the request of CENTREON provide to CENTREON all reasonable assistance for the purpose of contesting any claim or demand made or action brought against the User; • The alleged infringement could not have been avoided by the installation and use by the User of an upgrade provided by CENTREON. If any Product(s) provided by CENTREON infringes or is likely to infringe on a third party’s Intellectual Property Rights, CENTREON will promptly and at its own expense make its best efforts to: • obtain the right for the User to continue using such Product(s); or • replace the Product(s) to make its use non-infringing; or • modify the Product(s) to make its use non-infringing; or • reimburse to the User the price received under this Agreement in proportion to the Product(s) which have become unusable as a consequence of the infringement, and, when applicable, to the duration of the impossibility of use suffered by the User. The previous provisions set out the only appeal which the User can resort to; and the limits of CENTREON’s warranty for counterfeiting matters. CENTREON excludes any warranty of any sort other than those stipulated hereinabove, whether express or implicit, and notably any guarantee of merchantable capacity or of adaptation to a particular need of the User. In particular, the warranties do not cover: • Defects that were visible as of the date of delivery of the Product(s); • Defects, failures, or deteriorations resulting notably from any use of the Product(s) which does not comply with the Agreement and/or the recommendations for use made by CENTREON and, in particular, from the non-compliance with the standard conditions concerning the environment of use, or from the use of accessories or consumables non- compliant with CENTREON's specifications; • Defects, failures, or deteriorations resulting from computer viruses, from a malfunction or perturbation of computer or telecommunication networks and especially of the internet, from failures of software developed by third parties, or from any equivalent event; • Defects, failures, or deteriorations resulting from a change in the environment of the Product(s) that has not been previously accepted by CENTREON and, in particular, from any modification of the configuration of the hardware and software of implementation, such as, notably, a modification of its architecture, or the addition of any software which is not compatible with the Product(s) and the existence and specifications of which have not been brought to CENTREON's knowledge previously to their installation or implementation; • Defects, failures, or deteriorations resulting from modifications of the Product(s) and/or from their configuration, where they are made without a previous authorization from CENTREONSoftware.

Warranty and Liability. 8.1 Warranty CENTREON 11.1 BM hereby warrants that the Product(s) complies Products will be produced in accordance with their Documentationthe applicable regulations and statutory requirements, will fully conform to the Product specifications listed in Attachment A hereto, and will be free from defects in materials or workmanship. Within three (3) months BM's manufacturing processes shall meet the requirements of any manufacturing standards applicable to materials included or used in the manufacture of in vitro diagnostic products of like kind as GEN-PROBE's TMA products, but not less than such manufacturing processes as are controlled and validated, with adequate records of the delivery processes used. If BM incurs additional costs in order to meet standards imposed after the Signing Date of this Agreement, the prices charged pursuant to Section 4 are subject to change to the extent necessary to compensate BM for such changes. To the extent that adequate compensation for such proposed changes cannot be provided to BM by way of reasonable adjustment to the purchase price of the Product(s)Products, CENTREON undertakes the parties will negotiate in good faith for another form of payment to correct all reproducible defects BM. If the parties are not able to agree on such compensation, either party may terminate this Agreement. Beyond the warranties expressly stated herein, BM shall assume no warranty as to the fitness of the Product(s)Products for the purpose intended by GEN-PROBE. After THE FOREGOING WARRANTY SHALL BE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WAY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO CASE SHALL BM BE LIABLE FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. The financial liability of BM in connection with its warranty obligations under this warranty period, all defects attributable Section 11.1 shall be limited to the Product(s) are taken reimbursement or crediting of the price of the defective Products to GEN-PROBE or, where this may be agreed between the Parties hereto, to the supply of the Products in charge by CENTREON replacement for the defective Products. Nothing in this Section shall limit GEN-PROBE's rights under the support and Product(s) updates Agreement. CENTREON warrants the User against all claimsSection 11.2. 11.2 BM will defend, demands, actions, costs, expenses losses and damages arising from or incurred by reason of any claim for infringement of any Intellectual Property Right arising from the use of Product(s). In this regard, CENTREON shall indemnify and hold harmless the User against GEN-PROBE from any and all claims, liabilities or reasonable out-of-pocket expenses arising from or related to any and all claims and will pay all cost of damages that it finally awarded in any proceedings or any settlement made with BM's consent with respect to any claims for damages alleged to have been sustained as a result of BM's negligent acts or omissions. Excepted from such hold harmless obligation shall be indirect or consequential damages whether or not based on negligence. GEN-PROBE will defend, indemnify and hold harmless BM from any and all claims, liabilities or reasonable out-of-pocket expenses arising from or related to any and all claims and will pay further all cost of damages finally awarded in any proceedings or any settlement made with GEN-PROBE's consent with respect to any claims for damages alleged to have been sustained as a definitive court decision and having for exclusive grounds the demonstration result of GEN-PROBE's negligent acts or omissions. Excepted from such infringementhold harmless obligation shall be indirect or consequential damages whether or not based on negligence. This warranty is subject Any liability of BM or GEN-PROBE under this Section 11.2 shall be limited to [***]. 11.3 Each party agrees to promptly give written notice to the following express conditions: • The User other party of the commencement of any action, suit or proceeding for which indemnification may be sought, and the indemnifying party, through counsel reasonably satisfactory to the indemnified party shall promptly notify CENTREON if assume the defense thereof. It is agreed, however, that the indemnified party shall be entitled to participate in any claim such action, suit or demand is made or action brought against the User; • CENTREON shall lead the proceedings and be free to settle the case; • The User shall at the request proceeding with counsel of CENTREON provide to CENTREON all reasonable assistance for the purpose of contesting any claim or demand made or action brought against the User; • The alleged infringement could not have been avoided by the installation and use by the User of an upgrade provided by CENTREON. If any Product(s) provided by CENTREON infringes or is likely to infringe on a third party’s Intellectual Property Rightsits own choice, CENTREON will promptly and but at its own expense make its best efforts to: • obtain the right for the User to continue using such Product(s); or • replace the Product(s) to make its use non-infringing; or • modify the Product(s) to make its use non-infringing; or • reimburse to the User the price received under this Agreement in proportion to the Product(s) which have become unusable as a consequence of the infringement, and, when applicable, to the duration of the impossibility of use suffered by the User. The previous provisions set out the only appeal which the User can resort to; and the limits of CENTREON’s warranty for counterfeiting matters. CENTREON excludes any warranty of any sort other than those stipulated hereinabove, whether express or implicit, and notably any guarantee of merchantable capacity or of adaptation to a particular need of the User. In particular, the warranties do not cover: • Defects that were visible as of the date of delivery of the Product(s); • Defects, failures, or deteriorations resulting notably from any use of the Product(s) which does not comply with the Agreement and/or the recommendations for use made by CENTREON and, in particular, from the non-compliance with the standard conditions concerning the environment of use, or from the use of accessories or consumables non- compliant with CENTREON's specifications; • Defects, failures, or deteriorations resulting from computer viruses, from a malfunction or perturbation of computer or telecommunication networks and especially of the internet, from failures of software developed by third parties, or from any equivalent event; • Defects, failures, or deteriorations resulting from a change in the environment of the Product(s) that has not been previously accepted by CENTREON and, in particular, from any modification of the configuration of the hardware and software of implementation, such as, notably, a modification of its architecture, or the addition of any software which is not compatible with the Product(s) and the existence and specifications of which have not been brought to CENTREON's knowledge previously to their installation or implementation; • Defects, failures, or deteriorations resulting from modifications of the Product(s) and/or from their configuration, where they are made without a previous authorization from CENTREONexpense.

Warranty and Liability. 8.1 Warranty CENTREON warrants 4.1 GSS will perform the Services with reasonable skill and care but accepts no responsibility for, and makes no warranty as to, the appropriateness of any Service for any Sightholder. 4.2 Any failure by GSS to provide the Services, either at all or in accordance with these Conditions, must be notified in writing to GSS by the Sightholder as soon as reasonably practicable and in any event within fifteen (15) business days from the date on which the Sightholder became (or ought reasonably to have become) aware of the same. GSS shall not be liable for any failure unless so notified. 4.3 If GSS is satisfied after due enquiry that the Product(sServices were not provided (either at all or in accordance with these Conditions), GSS shall, in its sole and absolute discretion, either (i) complies with their Documentation. Within three (3) months in respect of the delivery non-provision of the Product(sPlanned ITO Services only, refund or credit the Sightholder such amount of the Supply Planning Fee as it determines to be fair and reasonable having regard to the default (and regardless of whether such Supply Planning Fee was paid in respect of the Planned ITO Service which was not provided) or (ii) make good any defect in the provision of the Service or non-performance of the Service (including, in GSS’ sole and absolute discretion, by re-performing the relevant Service), CENTREON undertakes to correct all reproducible defects as the case may be. GSS’s liability shall not in any event exceed (i) in respect of the Product(s). After this warranty periodStandard ITO Services, all defects US$250,000.00 (two hundred and fifty thousand United States dollars) and (ii) in respect of the Planned ITO Services, the Supply Planning Fee (whether or not attributable to the Product(sPlanned ITO Service which was not provided) to the extent paid, or to be paid, in respect of the invoicing period during which the default occurred. 4.4 Subject to Condition 4.6, the provisions of Condition 4.3 shall constitute the Sightholder’s sole remedy in respect of the performance (or non-performance) of the Services and whether for breach of contract, negligence, misrepresentation or otherwise and neither GSS nor any member of the ▇▇ ▇▇▇▇▇ Group shall be liable in any circumstances for loss of profit, business or revenue (whether sustained by the Sightholder or any other person), special, indirect or consequential loss or damage (whether sustained by the Sightholder or any other person) or any loss arising from any claim made against the Sightholder by any other person, in each case whether foreseeable or in the contemplation of GSS. 4.5 Except as expressly stated herein, all conditions, warranties, representations and other terms, express or implied by (i) statute, (ii) common law or (iii) otherwise in relation to the Services (or any of them) are taken excluded. 4.6 Nothing in charge by CENTREON under this Condition 4 shall purport to exclude or restrict any liability the support and Product(s) updates Agreement. CENTREON warrants the User against all claims, demands, actions, costs, expenses losses and damages arising from exclusion or incurred by reason restriction of any claim for infringement of any Intellectual Property Right arising from the use of Product(s). In this regard, CENTREON shall indemnify and hold harmless the User against all damages that it shall pay further to a definitive court decision and having for exclusive grounds the demonstration of such infringement. This warranty is subject to the following express conditions: • The User shall promptly notify CENTREON if any claim or demand is made or action brought against the User; • CENTREON shall lead the proceedings and be free to settle the case; • The User shall at the request of CENTREON provide to CENTREON all reasonable assistance for the purpose of contesting any claim or demand made or action brought against the User; • The alleged infringement could not have been avoided by the installation and use by the User of an upgrade provided by CENTREON. If any Product(s) provided by CENTREON infringes or is likely to infringe on a third party’s Intellectual Property Rights, CENTREON will promptly and at its own expense make its best efforts to: • obtain the right for the User to continue using such Product(s); or • replace the Product(s) to make its use non-infringing; or • modify the Product(s) to make its use non-infringing; or • reimburse to the User the price received under this Agreement in proportion to the Product(s) which have become unusable as a consequence of the infringement, and, when applicable, to the duration of the impossibility of use suffered by the User. The previous provisions set out the only appeal which the User can resort to; and the limits of CENTREON’s warranty for counterfeiting matters. CENTREON excludes any warranty of any sort other than those stipulated hereinabove, whether express or implicit, and notably any guarantee of merchantable capacity or of adaptation to a particular need of the User. In particular, the warranties do not cover: • Defects that were visible as of the date of delivery of the Product(s); • Defects, failures, or deteriorations resulting notably from any use of the Product(s) which does not comply with the Agreement and/or the recommendations for use made by CENTREON and, in particular, from the non-compliance with the standard conditions concerning the environment of use, or from the use of accessories or consumables non- compliant with CENTREON's specifications; • Defects, failures, or deteriorations resulting from computer viruses, from a malfunction or perturbation of computer or telecommunication networks and especially of the internet, from failures of software developed by third parties, or from any equivalent event; • Defects, failures, or deteriorations resulting from a change in the environment of the Product(s) that has not been previously accepted by CENTREON and, in particular, from any modification of the configuration of the hardware and software of implementation, such as, notably, a modification of its architecture, or the addition of any software which is not compatible with the Product(s) and the existence and specifications of which have not been brought to CENTREON's knowledge previously to their installation or implementation; • Defects, failures, or deteriorations resulting from modifications of the Product(s) and/or from their configuration, where they are made without a previous authorization from CENTREONprohibited by law.

Warranty and Liability. 8.1 Warranty CENTREON warrants 5.1 EXCEPT AS EXPRESSLY PROVIDED HEREIN, THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, CONDITIONS OR PROMISES TO CUSTOMER OR ANY THIRD PARTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ARISING BY STATUE, LAW, COURSE OF DEALING, CUSTOM AND PRACTICE OR TRADE USAGE. NOTWITHSTANDING THE FOREGOING, CSI REPRESENTS AND WARRANTS THAT THE SOFTWARE AND ANY MATERIAL PROVIDED TO CUSTOMER DURING THE TERM OF THIS AGREEMENT WILL NOT INFRINGE ANY INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY EXCEPT AS PROVIDED ABOVE, THE SERVICES AND MAINTENANCE ARE PROVIDED "AS IS". 5.2 TO THE BEST OF CSI’S KNOWLEDGE AND BELIEF THE SOFTWARE IS FREE OF HARMFUL AND MALICIOUS CODES AND VIRUSES, HOWEVER CSI PROVIDES NO WARRANTY TO THIS EFFECT. 5.3 Neither party is liable for incidental, special or consequential damages for any reason (including loss of data or other business or property damage), even if foreseeable or if the other party has advised of such a claim. 5.4 Neither party’s liability shall exceed a sum equivalent to the total of the fees that the Product(s) complies with their Documentation. Within three (3) months of the delivery of the Product(s), CENTREON undertakes to correct all reproducible defects of the Product(s). After Customer has paid under this warranty period, all defects attributable to the Product(s) are taken in charge by CENTREON under the support and Product(s) updates Agreement. CENTREON warrants Notwithstanding the User against all claimsforegoing, demands, actions, costs, expenses losses and damages arising from nothing in this agreement shall limit or incurred by reason of any claim for infringement of any Intellectual Property Right arising from the use of Product(s). In this regard, CENTREON shall indemnify and hold harmless the User against all damages that it shall pay further to exclude a definitive court decision and having for exclusive grounds the demonstration of such infringement. This warranty is subject to the following express conditions: • The User shall promptly notify CENTREON if any claim or demand is made or action brought against the User; • CENTREON shall lead the proceedings and be free to settle the case; • The User shall at the request of CENTREON provide to CENTREON all reasonable assistance for the purpose of contesting any claim or demand made or action brought against the User; • The alleged infringement could not have been avoided by the installation and use by the User of an upgrade provided by CENTREON. If any Product(s) provided by CENTREON infringes or is likely to infringe on a third party’s Intellectual Property Rightsliability for death or personal injury caused by its negligence, CENTREON or the negligence of its employees, agents or subcontractors or for fraud or fraudulent misrepresentation. 5.5 CSI will promptly and at use its own expense make its best efforts to: • obtain the right for the User reasonable endeavours to continue using such Product(s); or • replace the Product(s) to make its use non-infringing; or • modify the Product(s) to make its use non-infringing; or • reimburse to the User the price received provide technical assistance under this Agreement in proportion and to rectify or provide solutions to problems where the Product(s) which have become unusable as a consequence of the infringement, and, when applicable, to the duration of the impossibility of use suffered by the User. The previous provisions set out the only appeal which the User can resort to; and the limits of CENTREON’s warranty for counterfeiting matters. CENTREON excludes any warranty of any sort other than those stipulated hereinabove, whether express or implicit, and notably any guarantee of merchantable capacity or of adaptation to a particular need of the User. In particular, the warranties do not cover: • Defects that were visible as of the date of delivery of the Product(s); • Defects, failures, or deteriorations resulting notably from any use of the Product(s) which Software does not comply with the Agreement and/or the recommendations for use made by CENTREON and, in particular, from the non-compliance with the standard conditions concerning the environment of use, or from the use of accessories or consumables non- compliant with CENTREON's specifications; • Defects, failures, or deteriorations resulting from computer viruses, from a malfunction or perturbation of computer or telecommunication networks and especially of the internet, from failures of software developed by third parties, or from any equivalent event; • Defects, failures, or deteriorations resulting from a change function as described in the environment of Software documentation. However CSI does not guarantee that the Product(s) problems will be solved or that has not been previously accepted by CENTREON and, in particular, from any modification of the configuration of the hardware and software of implementation, such as, notably, a modification of its architecture, or the addition of any software which is not compatible with the Product(s) and the existence and specifications of which have not been brought to CENTREON's knowledge previously to their installation or implementation; • Defects, failures, or deteriorations resulting from modifications of the Product(s) and/or from their configuration, where they are made without a previous authorization from CENTREONitem will be error- free.

Warranty and Liability. 8.1 Warranty CENTREON warrants 7.1 Material shall conform to the Specifications, as the Specifications may from time-to-time be amended by mutual written agreement or by requirement of the FDA, other governmental body or the then current edition of the U.S. Pharmacopeia; and JMI's production of Material shall conform to all applicable regulations of the FDA, and other cognizant governmental bodies as required; provided, however, that JMI shall not be responsible for adulteration of Material or Defective Material to the extent that such adulteration or Defective Material is due to a faulty Manufacturing Procedure or raw materials specified by Celgene. In the event that the Product(s) complies Specifications are changed in a manner that results in increased costs to JMI the parties shall negotiate in good faith a price increase that is commensurate with their Documentation. Within three (3) months of the delivery of the Product(s)cost increase. 7.2 JMI warrants and guarantees that, CENTREON undertakes to correct all reproducible defects of the Product(s). After this warranty period, all defects attributable to the Product(s) are taken in charge by CENTREON under the support and Product(s) updates Agreement. CENTREON warrants the User against all claims, demands, actions, costs, expenses losses and damages arising from or incurred by reason of any claim for infringement of any Intellectual Property Right arising from the use of Product(s). In this regard, CENTREON shall indemnify and hold harmless the User against all damages that it shall pay further to a definitive court decision and having for exclusive grounds the demonstration of such infringement. This warranty is subject to the following express conditions: • The User shall promptly notify CENTREON if any claim or demand is made or action brought against the User; • CENTREON shall lead the proceedings and be free to settle the case; • The User shall at the request of CENTREON provide to CENTREON all reasonable assistance for the purpose of contesting any claim or demand made or action brought against the User; • The alleged infringement could not have been avoided by the installation and use by the User of an upgrade provided by CENTREON. If any Product(s) provided by CENTREON infringes or is likely to infringe on a third party’s Intellectual Property Rights, CENTREON will promptly and at its own expense make its best efforts to: • obtain the right for the User to continue using such Product(s); or • replace the Product(s) to make its use non-infringing; or • modify the Product(s) to make its use non-infringing; or • reimburse to the User the price received under this Agreement in proportion to the Product(s) which have become unusable as a consequence of the infringement, and, when applicable, to the duration of the impossibility of use suffered by the User. The previous provisions set out the only appeal which the User can resort to; and the limits of CENTREON’s warranty for counterfeiting matters. CENTREON excludes any warranty of any sort other than those stipulated hereinabove, whether express or implicit, and notably any guarantee of merchantable capacity or of adaptation to a particular need of the User. In particular, the warranties do not cover: • Defects that were visible as of the date of delivery each shipment hereunder of any articles subject to the provisions of the Product(sFederal Food, Drug and Cosmetic Act (the "Act"); • Defects, failuressuch article is not, when shipped from JMI's West Deptford, New Jersey plant, adulterated or misbranded within the meaning of the Act or of any applicable state law in which the definitions of adulteration and misbranding are substantially the same as those contained in the Act, or deteriorations an article which may not, under the provisions of Sections 404, 505, or 512 of the Act, be introduced into interstate commerce. EXCEPT FOR SECTION 7.1 HEREOF AND THE PRECEDING SENTENCE, JMI MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY AS TO MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, OR ANY OTHER MATTER WITH RESPECT TO THE MATERIAL WHETHER USED ALONE OR IN COMBINATION WITH OTHER SUBSTANCES. 7.3 JMI will provide Celgene with the results of all assays required to be run under the Specifications. JMI will ship Material to Celgene in accordance with Articles 6 and 11. Material will be deemed accepted by Celgene upon final release by Celgene's Quality Assurance Department, but in no event later than sixty (60) days after receipt of the Material sold hereunder; provided, however, in the case of Material having latent defects resulting notably in a recall of products incorporating such Material, which upon diligent examination in accordance with the quality control testing procedures set out in the Specifications upon receipt could not have been discovered during such period, Celgene shall have the right to revoke its acceptance of such Material no later than at the time Celgene first becomes aware of the latent defect causing such Material to be Defective Material. Celgene, after becoming aware of such, shall promptly notify JMI in writing if the Material is Defective Material or is subject to any claim of damage in shipment or shortage. In the event the Material is Defective Material, or is subject to any claim of damage in shipment or shortage, the rejected Material shall not be used by Celgene and the entire shipment shall promptly be returned by Celgene to JMI at JMI's expense, or such other mutually agreed upon response shall be undertaken. JMI shall have the right, but not the obligation, to re-test the rejected Material in accordance with Exhibit B. In the event that JMI disputes Celgene's determination that Material is Defective Material or has been damaged or is subject to a shortage in quantity, the parties shall meet to resolve, in good faith, such dispute. In the event that JMI disputes Celgene's determination of Defective Material and the parties are unable to resolve such dispute, the parties shall promptly name an independent and mutually acceptable laboratory (the "Laboratory") that has been qualified for the appropriate testing method(s). The Laboratory shall test the Material in accordance with the Specifications, and such test results obtained by the Laboratory shall be final and controlling. 7.4 Upon return of any rejected Material, and JMI's agreement, or a final determination in accordance with this Agreement, that such Material is Defective Material or has been damaged, JMI will replace the Material at JMI's cost and will resubmit to Celgene within sixty (60) days of receipt of additional raw materials from Celgene and JMI's other suppliers. CELGENE'S EXCLUSIVE REMEDY FOR BREACH OF WARRANTY SHALL BE RECOVERY OF DIRECT DAMAGES AND, EXCEPT TO THE EXTENT PROVIDED IN SECTION 7.7, JMI's LIABILITY FOR ANY AND ALL LOSSES OR DAMAGE FROM ANY CAUSE WHATSOEVER, INCLUDING WITHOUT LIMITATION, ALLEGED NEGLIGENCE, SHALL IN NO EVENT EXCEED THIS OBLIGATION TO REPLACE THE MATERIAL AND RESUBMIT IT TO CELGENE WITHIN THE TIME PERIOD STATED. In the event that JMI fails to replace the Material or fails to do so within the time period stated, Celgene shall have the right to demand a credit of the purchase price therefor. Subject to Section 7.7, JMI shall not be liable for, and Celgene assumes responsibility for, all injuries or damages to any person or property resulting from the handling, possession, or use of the Product(s) Material following Celgene's receipt of the Material. 7.5 IN NO EVENT SHALL JMI BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER CELGENE'S CLAIM FOR BREACH OF WARRANTY IS IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE; PROVIDED, HOWEVER, THAT THE FOREGOING SHALL NOT IN ANY RESPECT WHATSOEVER LIMIT JMI'S LIABILITY UNDER SECTION 7.7. Except to the extent otherwise provided under Section 7.7, Celgene agrees to indemnify and hold harmless JMI from all losses, liability, damages, and/or expenses which does not comply with may be sustained or claimed against JMI arising out of the Agreement and/or the recommendations for use made by CENTREON andhandling, in particular, from the non-compliance with the standard conditions concerning the environment of usepossession, or from the use of accessories the Material, following Celgene's receipt of the Material. 7.6 Celgene assumes and will bear the expenses of, and will hold JMI harmless against, any loss, suit, claim or consumables non- compliant damage arising from or out of any intellectual property liability for Material manufactured to Celgene's Specifications or by the Manufacturing Procedure provided by Celgene, including, without limitation, for actual or alleged infringement of any U.S. or foreign patents because of use of Material or such Manufacturing Procedure, including, without limitation, manufacturing Material with CENTREON's specifications; • Defectsand use of Resolving Agent. JMI agrees to promptly notify Celgene in writing of all claims and threatened claims against JMI for which JMI may be entitled to indemnity hereunder. Celgene shall have the right to defend and/or settle any such claim and JMI shall give Celgene such information and assistance as may be reasonably necessary in the conduct of such defense. JMI shall have the right to participate in such defense at its cost. 7.7 JMI assumes and will bear the expense of, failuresand will hold Celgene harmless against, any loss, suit, claim, or deteriorations damage asserted by a third party resulting from computer virusesor out of Defective Material; provided that in no event shall JMI's liability in connection with its performance under this Agreement, from a malfunction or perturbation of computer or telecommunication networks and especially regardless of the internetbasis of the claim, from failures of software developed by third parties, or from any equivalent event; • Defects, failures, or deteriorations resulting from a change exceed twenty million dollars ($20,000,000) in the environment aggregate. 7.8 Celgene agrees to promptly notify JMI in writing of all claims and threatened claims against Celgene for which Celgene may be entitled to indemnity hereunder. JMI shall have the Product(s) that has not been previously accepted by CENTREON and, right to defend and/or settle any such claim and Celgene shall give JMI such information and assistance as may be reasonably necessary in particular, from any modification the conduct of the configuration of the hardware and software of implementation, such as, notably, defense. Celgene shall have a modification of right to participate in such defense at its architecture, or the addition of any software which is not compatible with the Product(s) and the existence and specifications of which have not been brought to CENTREON's knowledge previously to their installation or implementation; • Defects, failures, or deteriorations resulting from modifications of the Product(s) and/or from their configuration, where they are made without a previous authorization from CENTREONcost.

Warranty and Liability. 8.1 Limited Warranty CENTREON Licensor warrants that the Product(s) complies with their Documentation. Within three (3) months of media that the delivery of the Product(s), CENTREON undertakes to correct all reproducible defects of the Product(s). After this warranty period, all defects attributable to the Product(s) are taken in charge by CENTREON under the support and Product(s) updates Agreement. CENTREON warrants the User against all claims, demands, actions, costs, expenses losses and damages arising from or incurred by reason of any claim for infringement of any Intellectual Property Right arising from the use of Product(s). In this regard, CENTREON shall indemnify and hold harmless the User against all damages that it shall pay further to a definitive court decision and having for exclusive grounds the demonstration of such infringement. This warranty Software is subject to the following express conditions: • The User shall promptly notify CENTREON if any claim or demand is made or action brought against the User; • CENTREON shall lead the proceedings and delivered on will be free to settle the case; • The User shall at the request from defects in materials and manufacture under normal use for a period of CENTREON provide to CENTREON all reasonable assistance for the purpose of contesting any claim or demand made or action brought against the User; • The alleged infringement could not have been avoided by the installation and use by the User of an upgrade provided by CENTREON. If any Product(ssixty (60) provided by CENTREON infringes or is likely to infringe on a third party’s Intellectual Property Rights, CENTREON will promptly and at its own expense make its best efforts to: • obtain the right for the User to continue using such Product(s); or • replace the Product(s) to make its use non-infringing; or • modify the Product(s) to make its use non-infringing; or • reimburse to the User the price received under this Agreement in proportion to the Product(s) which have become unusable as a consequence of the infringement, and, when applicable, to the duration of the impossibility of use suffered by the User. The previous provisions set out the only appeal which the User can resort to; and the limits of CENTREON’s warranty for counterfeiting matters. CENTREON excludes any warranty of any sort other than those stipulated hereinabove, whether express or implicit, and notably any guarantee of merchantable capacity or of adaptation to a particular need of the User. In particular, the warranties do not cover: • Defects that were visible as of days from the date of delivery to you. THE FOREGOING WARRANTY IS YOUR SOLE AND EXCLUSIVE REMEDY AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. SAVE FOR THE FOREGOING WARRANTY, THE SOFTWARE IS PROVIDED “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND. Services Licensor warrants that any Services purchased will be supplied in a professional manner in accordance with generally accepted industry standards. This warranty will be effective for thirty (30) days following delivery of the Product(s); • DefectsServices. Upon any breach of this warranty, failures, Licensor’s only obligation is to either correct the Services so that they comply with this warranty or deteriorations resulting notably from any use at its option refund the amount You paid to Licensor for the portion of the Product(s) which does not Services that fail to comply with the Agreement and/or the recommendations for use made this warranty. You agree to take appropriate measures to isolate and back up Your systems. THE SOFTWARE IS NOT DESIGNED, MANUFACTURED OR INTENDED FOR USE OR DISTRIBUTION WITH ON-LINE CONTROL EQUIPMENT IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, SUCH AS IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION, COMMUNICATION, OR CONTROL SYSTEMS, DIRECT LIFE SUPPORT MACHINES, WEAPONS SYSTEMS, OR OTHER USES IN WHICH FAILURE OF THE SOFTWARE COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. Non-Licensor Products The Software may include or be bundled with hardware or other software programs or services licensed or sold by CENTREON andan entity other than Licensor. LICENSOR DOES NOT WARRANT NON-LICENSOR PRODUCTS OR SERVICES. ANY SUCH PRODUCTS OR SERVICES ARE PROVIDED ON AN “AS IS” BASIS. WARRANTY SERVICE IF ANY FOR NON-LICENSOR PRODUCTS IS PROVIDED BY THE PRODUCT LICENSOR IN ACCORDANCE WITH THEIR APPLICABLE WARRANTY. EXCEPT AS OTHERWISE RESTRICTED BY LAW, in particularLICENSOR DISCLAIMS AND EXCLUDES ANY AND ALL IMPLIED WARRANTIES INCLUDING ANY WARRANTIES OF MERCHANTABILITY, from the nonFITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-compliance with the standard conditions concerning the environment INFRINGEMENT NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE. LICENSOR MAKES NO WARRANTY, REPRESENTATION OR PROMISE NOT EXPRESSLY SET FORTH IN THIS LIMITED WARRANTY. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE OR SERVICES WILL SATISFY YOUR REQUIREMENTS, BE COMPATIBLE WITH ALL OPERATING SYSTEMS, OR THAT THE OPERATION OF THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE PRODUCTS. Some jurisdictions do not allow certain disclaimers and limitations of usewarranties, or from the use of accessories or consumables non- compliant with CENTREON's specifications; • Defects, failures, or deteriorations resulting from computer viruses, from a malfunction or perturbation of computer or telecommunication networks and especially so portions of the internetabove limitations may not apply to You. This limited warranty gives You specific rights and You may also have other rights which vary by state or jurisdiction. Consequential Losses NEITHER LICENSOR NOR ANY OF ITS THIRD PARTY LICENSORS, from failures SUBSIDIARIES, OR EMPLOYEES WILL IN ANY CASE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, TORT, ECONOMIC OR PUNITIVE DAMAGES, WHETHER BASED ON CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, BUSINESS OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. Direct Damages IN NO EVENT WILL LICENSOR'S AGGREGATE LIABILITY FOR DIRECT DAMAGES TO PROPERTY OR PERSON (WHETHER IN ONE INSTANCE OR A SERIES OF INSTANCES) EXCEED 1.25 TIMES THE AMOUNT PAID BY YOU FOR THE SOFTWARE OR SERVICES OUT OF WHICH SUCH CLAIM AROSE (OR $50 (U.S.) IF YOU RECEIVED THE SOFTWARE FREE OF CHARGE). The above exclusions and limitations will not apply to claims relating to death or personal injury caused by the negligence of software developed by third partiesLicensor or its employees, agents or from any equivalent event; • Defectscontractors. In those jurisdictions that do not allow the exclusion or limitation of damages, failuresincluding, or deteriorations resulting from a change in the environment of the Product(s) that has not been previously accepted by CENTREON andwithout limitation, in particular, from any modification of the configuration of the hardware and software of implementation, such as, notably, a modification of its architecture, or the addition damages for breach of any software which is not compatible with implied terms as to title or quiet enjoyment of any Software obtained pursuant to this Agreement or for fraudulent misrepresentation, Licensor's liability shall be limited or excluded to the Product(s) and the existence and specifications of which have not been brought to CENTREON's knowledge previously to their installation or implementation; • Defects, failures, or deteriorations resulting from modifications of the Product(s) and/or from their configuration, where they are made without a previous authorization from CENTREONmaximum extent allowed within those jurisdictions.

Warranty and Liability. 8.1 Warranty CENTREON warrants (1) ALLIQUA shall examine the PRODUCTS promptly after collection/delivery of the PRODUCTS for any damage that is obvious from a visual inspection ("Obvious Defects"). Obvious defects shall be notified to SORBION in writing immediately, in any event not later than seven days after receipt. Defects that are not Obvious Defects have to be notified promptly after discovery. If SORBION is not notified in time, all claims are excluded. (2) If the Product(sdelivered PRODUCTS are not conforming to the specifications agreed between the PARTIES or the other requirements of this AGREEMENT (hereinafter referred to as "DEFECTIVE PRODUCTS" or "DEFECT") complies SORBION at its choice will either render substitutive delivery or repair, promptly and at no additional cost to ALLIQUADEFECTIVE PRODUCTS shall, on demand of SORBION and at its costs, be returned or be demolished. If SORBION fails to fill the order at issue with their Documentation. Within three PRODUCTS that are not DEFECTIVE PRODUCTS within 30 days after ALLIQUA’s original requested delivery date, then ALLIQUA has the right to rescind the relevant portion of the order upon notice to SORBION, in which event SORBION will refund to ALLIQUA any amounts previously paid by ALLIQUA with respect to such order. (3) months THE WARRANTY AND LIABILITY OF SORBION IS EXCLUDED, IF THE DEFECT IS BASED ON A USE OUTSIDE THE TERRITORY, IMPROPER TRANSPORT OR STORAGE BY ALLIQUA, OR BECAUSE ALLIQUA HAS DISREGARDED WRITTEN INSTRUCTIONS OF SORBION WITH RESPECT TO THE STORAGE OR HANDLING OF PRODUCTS. (4) To the best knowledge of SORBION the use of the delivery trademarks and use or sale of the Product(s)PRODUCTS does not infringe any rights of third parties. HOWEVER NO WARRANTY ABOUT THE ABSENCE OF AN INFRINGEMENT OF THIRD PARTIES' INTELLECTUAL PROPERTY RIGHTS IN THE TERRITORY IS GIVEN AND ABOUT THE FACT OF THE CONTINUANCE OF THE TRADEMARKS AND THE UNDERLYING INTELLECTUAL PROPERTY CONCERNI NG THE PRODUCTS. (5) SUBJECT TO SECTION 7 (6) BELOW, CENTREON undertakes to correct all reproducible defects of the Product(s). After this warranty periodIN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, all defects attributable INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT OR THE PRODUCTS (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUES OR BUSINESS) WHETHER ARISING OUT OF WARRANTY, INDEMNITY, CONTRACT, NEGLIGENCE OR OTHER TORT, OR OTHERWISE. (6) Notwithstanding anything to the Product(scontrary, the liability exclusions set forth in section 7 (5) are taken in charge by CENTREON under the support and Product(swill not apply to: (i) updates Agreement. CENTREON warrants the User against all claims, demands, actions, costs, expenses losses and any damages arising from a PARTY's gross negligence, fraud or incurred by reason of any claim for infringement of any Intellectual Property Right arising from willful misconduct or (ii) the use of Product(s). In this regard, CENTREON shall indemnify and hold harmless the User against all damages that it shall pay further to a definitive court decision and having for exclusive grounds the demonstration of such infringement. This warranty is subject to the following express conditions: • The User shall promptly notify CENTREON if any claim or demand is made or action brought against the User; • CENTREON shall lead the proceedings and be free to settle the case; • The User shall at the request of CENTREON provide to CENTREON all reasonable assistance for the purpose of contesting any claim or demand made or action brought against the User; • The alleged infringement could not have been avoided by the installation and use by the User of an upgrade provided by CENTREON. If any Product(s) provided by CENTREON infringes or is likely to infringe on a third party’s Intellectual Property Rights, CENTREON will promptly and at its own expense make its best efforts to: • obtain the right for the User to continue using such Product(s); or • replace the Product(s) to make its use non-infringing; or • modify the Product(s) to make its use non-infringing; or • reimburse to the User the price received PARTIES' respective indemnity obligations under this Agreement in proportion to the Product(s) which have become unusable as a consequence of the infringement, and, when applicable, to the duration of the impossibility of use suffered by the User. The previous provisions set out the only appeal which the User can resort to; and the limits of CENTREON’s warranty for counterfeiting matters. CENTREON excludes any warranty of any sort other than those stipulated hereinabove, whether express or implicit, and notably any guarantee of merchantable capacity or of adaptation to a particular need of the User. In particular, the warranties do not cover: • Defects that were visible as of the date of delivery of the Product(s); • Defects, failures, or deteriorations resulting notably from any use of the Product(s) which does not comply with the Agreement and/or the recommendations for use made by CENTREON and, in particular, from the non-compliance with the standard conditions concerning the environment of use, or from the use of accessories or consumables non- compliant with CENTREON's specifications; • Defects, failures, or deteriorations resulting from computer viruses, from a malfunction or perturbation of computer or telecommunication networks and especially of the internet, from failures of software developed by third parties, or from any equivalent event; • Defects, failures, or deteriorations resulting from a change in the environment of the Product(s) that has not been previously accepted by CENTREON and, in particular, from any modification of the configuration of the hardware and software of implementation, such as, notably, a modification of its architecture, or the addition of any software which is not compatible with the Product(s) and the existence and specifications of which have not been brought to CENTREON's knowledge previously to their installation or implementation; • Defects, failures, or deteriorations resulting from modifications of the Product(s) and/or from their configuration, where they are made without a previous authorization from CENTREONsection 8.

Warranty and Liability. 8.1 Warranty CENTREON warrants 7.1 Company has provided its Goods under normal conditions; however, Company does not represent or warrant that the Product(sresults of those conditions would necessarily avoid injury to persons or property. Company expressly disclaims any warranty or liability for claims arising by reasons of death or personal injury or damage to property resulting from any impact, collision or contact with the Goods or nearby hazards or objects by any vehicle, equipment, object or person, misuse for which it was not intended, or failure of the Customer to strictly comply with Section 5.6. 7.2 Company warrants only that the Goods and any component part manufactured by Company will be free from defects in material or workmanship during the Warranty Period (as defined below). 7.3 THE FOREGOING WARRANTY IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 7.4 For defects reported during the Warranty Period, Company will, at Company’s election, refund, repair or replace free of charge the Goods or component part manufactured by Company that contains such a defect. Company’s liability is expressly limited to replacement free of charge (in the form and under the terms originally shipped), or to repair or to manufacture/remanufacture by Company, the Goods or parts not complying with Company specifications, or, at Company’s election, to the repayment of an amount equal to the purchase price of the Goods or parts, whether such claims are for breach of warranty or negligence. COMPANY SHALL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL LOSSES, DAMAGES OR EXPENSES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY SUCH LOSSES, DAMAGES OR EXPENSES ARISING DIRECTLY OR INDIRECTLY FROM THE SALE, HANDLING OR USE OF THE GOODS FROM ANY OTHER CAUSE RELATING THERETO, OR FROM PERSONAL INJURY OR LOSS OF PROFIT. 7.5 This Warranty is made to the direct Customer from the Company and does not extend to any other person or entity and is not assignable, except that this warranty will transfer to a commercial buyer, buying directly from a Customer who is an authorized distributor of the Company and party to a distributor or Sales agreement with Company. 7.6 Any claim with respect to the Goods and any component parts manufactured by the Company and sold hereunder shall be deemed waived by the Customer unless Company is notified in writing, in the case of defects apparent on visual inspection, within sixty (60) complies with their Documentation. Within three days from the delivery date, or, in the case of defects not apparent on visual inspection, within twelve (312) months from the said delivery date (such 60 days or 12 months, as applicable, the “Warranty Period”). The Goods claimed to be defective may be returned prepaid to Company’s plant for inspection in accordance with return shipping instructions that Company shall furnish to the Customer forthwith upon receipt of the delivery Customer’s notice of claim. If the Product(s)claim is established, CENTREON undertakes Company will reimburse the Customer for all shipping costs incurred in connection with such return. 7.7 The foregoing warranty shall not apply (a) if the Goods have been subject to correct all reproducible defects of improper storage, accident, misuse or unauthorized modifications or alterations, or have not been installed, operated, and maintained in accordance with procedures approved by the Product(s). After this warranty periodCompany, all defects attributable or (b) to any components manufactured by the Product(s) are taken in charge Customer or a third party not approved by CENTREON under the support and Product(s) updates Agreement. CENTREON warrants the User against all claims, demands, actions, costs, expenses losses and damages arising from or incurred by reason of any claim for infringement of any Intellectual Property Right arising from the use of Product(s). In this regard, CENTREON Company. 7.8 The Customer shall indemnify and hold harmless keep the User Company indemnified in full against all damages that it shall pay further to and any direct, indirect or consequential liabilities (all three of which terms include without limitation loss of profit, loss of business, depletion of goodwill and like loss), losses, claims, damages, costs and expenses (including all legal and other professional expenses) awarded against or incurred or paid by the Company as a definitive court decision result of or in connection with any breach of the Contract by the Customer and having for exclusive grounds the demonstration of such infringement. This warranty is subject death or personal injury to the following express conditions: • The User Company’s employees or agents while such employees or agents are on any premises of the Customer in connection with the Contract. Without limiting the foregoing, the Customer shall promptly notify CENTREON if indemnify the Company against all claims by any claim third parties for any claims, loss, damage or demand is made or action brought against expense resulting from the User; • CENTREON shall lead the proceedings and be free to settle the case; • The User shall at the request of CENTREON provide to CENTREON all reasonable assistance for the purpose of contesting any claim or demand made or action brought against the User; • The alleged infringement could not have been avoided breach by the installation and Customer of any of its obligations under these Terms, including without limitation, any modification, misuse, or unapproved alteration of, or use by the User of an upgrade provided by CENTREON. If any Product(s) provided by CENTREON infringes or is likely to infringe on a third party’s Intellectual Property Rights, CENTREON will promptly and at its own expense make its best efforts to: • obtain the right for the User to continue using such Product(s); or • replace the Product(s) to make its use non-infringing; or • modify the Product(s) to make its use non-infringing; or • reimburse to the User the price received under this Agreement in proportion to the Product(s) which have become unusable as a consequence of the infringement, and, when applicable, to the duration of the impossibility of use suffered by the User. The previous provisions set out the only appeal which the User can resort to; and the limits of CENTREON’s warranty for counterfeiting matters. CENTREON excludes any warranty of any sort other than those stipulated hereinabove, whether express or implicit, and notably any guarantee of merchantable capacity or of adaptation to a particular need of the User. In particularapproved components with, the warranties do not cover: • Defects that were visible as of the date of delivery of the Product(s); • Defects, failures, or deteriorations resulting notably from any use of the Product(s) which does not comply with the Agreement and/or the recommendations for use made by CENTREON and, in particular, from the non-compliance with the standard conditions concerning the environment of use, or from the use of accessories or consumables non- compliant with CENTREON's specifications; • Defects, failures, or deteriorations resulting from computer viruses, from a malfunction or perturbation of computer or telecommunication networks and especially of the internet, from failures of software developed by third parties, or from any equivalent event; • Defects, failures, or deteriorations resulting from a change in the environment of the Product(s) that has not been previously accepted by CENTREON and, in particular, from any modification of the configuration of the hardware and software of implementation, such as, notably, a modification of its architecture, or the addition of any software which is not compatible with the Product(s) and the existence and specifications of which have not been brought to CENTREON's knowledge previously to their installation or implementation; • Defects, failures, or deteriorations resulting from modifications of the Product(s) and/or from their configuration, where they are made without a previous authorization from CENTREONGoods.

Warranty and Liability. 8.1 Warranty CENTREON eLEAF warrants it has sufficient rights in the data and Products to make these available to Client. eLEAF makes no warranties as to the suitability of the data and/or Products or their fitness for the Client‘s requirements or intended purposes. eLEAF makes no warranties that the Product(s) complies with their Documentation. Within three (3) months data and Product are free of the delivery of the Product(s)errors, CENTREON undertakes to correct all reproducible defects of the Product(s). After this warranty period, all defects attributable to the Product(s) are taken in charge by CENTREON under the support and Product(s) updates Agreement. CENTREON warrants the User against all claims, demands, actions, costs, expenses losses and damages arising from or incurred by reason of any claim for infringement of any Intellectual Property Right arising from the use of Product(s). In this regard, CENTREON shall indemnify and hold harmless the User against all damages that it shall pay further to a definitive court decision and having for exclusive grounds the demonstration of such infringement. This warranty is subject to the following express conditions: • The User shall promptly notify CENTREON if any claim or demand is made or action brought against the User; • CENTREON shall lead the proceedings and be free to settle the case; • The User shall at the request of CENTREON provide to CENTREON all reasonable assistance for the purpose of contesting any claim or demand made or action brought against the User; • The alleged infringement could not have been avoided by the installation and use by the User of an upgrade provided by CENTREON. If any Product(s) provided by CENTREON infringes or is likely to infringe on a third party’s Intellectual Property Rights, CENTREON will promptly and at its own expense make its best efforts to: • obtain the right for the User to continue using such Product(s); or • replace the Product(s) to make its use non-infringing; or • modify the Product(s) to make its use non-infringing; or • reimburse to the User the price received under this Agreement in proportion to the Product(s) which have become unusable as a consequence of the infringement, and, when applicable, to the duration of the impossibility of use suffered by the User. The previous provisions set out the only appeal which the User can resort to; and the limits of CENTREON’s warranty for counterfeiting matters. CENTREON excludes any warranty of any sort other than those stipulated hereinabove, whether express or implicit, and notably any guarantee of merchantable capacity or of adaptation to a particular need of the User. In particular, the warranties do not cover: • Defects that were visible as of the date of delivery of the Product(s); • Defects, failuresomissions, or deteriorations resulting notably from any that the operation and use of the Product(s) which does not comply with the Agreement and/or the recommendations for use made by CENTREON anddata and Product will be free of errors, in particular, from the or that all non-compliance with conformities can or will be corrected. EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTY, eLEAF DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INTERFERENCE AND SYSTEM INTEGRATION. eLEAF DOES NOT WAR- RANT THAT THE PRODUCTS WILL MEET THE END USER’S NEEDS OR EXPECTATIONS, OR THAT OPERA- TIONS OF THE PRODUCTS WILL BE FREE OF ERRORS OR UNINTERRUPTED. In case of breach of warranty, eLEAF shall correct or replace the standard conditions concerning defective Products and/or Services or, if eLEAF determines that such remedies are not practicable, refund to Client the environment amount that the Client paid for such Products and/or Services. These remedies are Client’s sole remedies and eLEAF’s only obligation in case of usebreach of warranty and/or defects in Products and/or Services. In case of intentional harm or gross negligence on the part of either Party or either Party’s agents in performance of its obligations under the Agreement, such Party is liable without any limitation ac- cording to the provisions of applicable law. The same applies in case of breach of Section 6, 7 and 8 of these terms. Except as provided above, under no circumstances will either Party, or from its licensors or associated persons, be liable for consequential damages, including indirect, special, punitive and/or incidental damages and lost profits, foreseeable or unforeseeable, based on claims of the other Party, its agents, associated persons and/or customers. The Parties expressly waive the right to claims for such damages, which may include but are not limited to, claims for loss of data, goodwill, use of accessories funds or consumables non- compliant with CENTREON's specificationsproducts, interruption in use or availability of data, stoppage of work or impairment of assets. To the extent (i) the breach of contract is unintentional or without gross negligence; • Defectsand (ii) is not a breach of Section 6, failures7 or 8 of these terms, or deteriorations the breaching Party’s liability for any other damages than the consequential damages set out above, will be limited to the damage reasonably predictable and directly resulting from computer virusessuch breach, from with a malfunction or perturbation maximum of computer or telecommunication networks and especially 50 % of the internetprice paid by Client under the Agreement. Each Party’s liability for culpable damage to life, from failures of software developed by third partiesbody or health, or from any equivalent event; • Defects, failures, or deteriorations resulting from a change in as well as each Party’s liability under the environment of the Product(s) that has Dutch Product Liability Act remains unaffected. Any liability not been previously accepted by CENTREON and, in particular, from any modification of the configuration of the hardware and software of implementation, such as, notably, a modification of its architecture, or the addition of any software which expressly provided for above is not compatible with the Product(s) and the existence and specifications of which have not been brought to CENTREON's knowledge previously to their installation or implementation; • Defects, failures, or deteriorations resulting from modifications of the Product(s) and/or from their configuration, where they are made without a previous authorization from CENTREONdisclaimed.

Warranty and Liability. 8.1 Warranty CENTREON 4.1. Company warrants that Material shall conform to Company's Drug Master File (DMF), the Product(s) complies with their Documentation. Within three (3) months applicable bulk product monograph and the specifications as described in Exhibit A, attached hereto, as such specifications may from time-to-time be amended by mutual written agreement or by requirement of the delivery Federal Food and Drug Administration (FDA), other governmental body or the then current edition of the Product(sU.S. Pharmacopoeia (collectively, "Specifications"), CENTREON undertakes ; and Company's production of Material shall conform to correct all reproducible defects applicable laws and regulations of the Product(s). After this warranty period, all defects attributable to the Product(s) are taken in charge by CENTREON under the support and Product(s) updates Agreement. CENTREON warrants the User against all claims, demands, actions, costs, expenses losses and damages arising from or incurred by reason of any claim for infringement of any Intellectual Property Right arising from the use of Product(s). In this regard, CENTREON shall indemnify and hold harmless the User against all damages that it shall pay further to a definitive court decision and having for exclusive grounds the demonstration of such infringement. This warranty is subject to the following express conditions: • The User shall promptly notify CENTREON if any claim or demand is made or action brought against the User; • CENTREON shall lead the proceedings and be free to settle the case; • The User shall at the request of CENTREON provide to CENTREON all reasonable assistance for the purpose of contesting any claim or demand made or action brought against the User; • The alleged infringement could not have been avoided by the installation and use by the User of an upgrade provided by CENTREON. If any Product(s) provided by CENTREON infringes or is likely to infringe on a third party’s Intellectual Property Rights, CENTREON will promptly and at its own expense make its best efforts to: • obtain the right for the User to continue using such Product(s); or • replace the Product(s) to make its use non-infringing; or • modify the Product(s) to make its use non-infringing; or • reimburse to the User the price received under this Agreement in proportion to the Product(s) which have become unusable as a consequence of the infringement, and, when applicable, to the duration of the impossibility of use suffered by the User. The previous provisions set out the only appeal which the User can resort to; and the limits of CENTREON’s warranty for counterfeiting matters. CENTREON excludes any warranty of any sort other than those stipulated hereinabove, whether express or implicit, and notably any guarantee of merchantable capacity or of adaptation to a particular need of the User. In particularFDA, the warranties do not cover: • Defects that were visible Drug Enforcement Administration (DEA) and other cognizant governmental bodies as required. 4.2. Company warrants and guarantees that, as of the date of delivery each shipment hereunder of any articles subject to the provisions of the Product(sFederal Food, Drug and Cosmetic Act (the "Act"); • Defects, failuressuch article is not, when shipped, adulterated or misbranded within the meaning of the Act or of any applicable state law in which the definitions of adulteration and misbranding are substantially the same as those contained in the Act, or deteriorations an article which may not, under the provisions of Sections 404, 505, or 512 of the Act, be introduced into interstate commerce. COMPANY MAKES NO OTHER REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, OR ANY OTHER MATTER WITH RESPECT TO THE MATERIAL WHETHER USED ALONE OR IN COMBINATION WITH OTHER SUBSTANCES. 4.3. Buyer shall have the right to inspect from time to time and upon reasonable prior notice to Company, Company's manufacturing facilities. 4.4. Company will provide Buyer with a Certificate of Analysis containing the results of all assays required to be run in the Specifications as well as a preshipment sample from the Material batch. Buyer reserves the right to expressly waive from time to time the preshipment sample. The preshipment sample will be deemed accepted by Buyer upon final release by Buyer's Quality Control Department, but in no event later than sixty (60) days after receipt of the preshipment sample. During such period, Buyer as it deems necessary in accordance with its customary practices and procedures, may run the tests set forth in Exhibit A, no later than sixty (60) days after receipt of the preshipment sample. Buyer shall notify Company in writing that the material does or does not meet Specifications. In the event the preshipment sample does not meet Specifications, the sample shall be returned by Buyer to Company at Company's expense. 4.4.1. In the event that the preshipment sample does meet Specifications, or is waived by Buyer, Company will ship Material with a Certificate of Analysis in accordance with Sections 5 and 10 to Buyer, subject to Section 6 hereof. Material will be deemed accepted by Buyer upon final release by Buyer's Quality Control Department, but in no event later than sixty (60) days after receipt of the Material sold hereunder. During such period, Buyer as it deems necessary in accordance with its customary practices and procedures, may run tests set forth in Exhibit A hereto as well as any other applicable tests, and shall examine the Material for any damage, defect or shortage. Buyer shall promptly notify Company in writing if the Material does not meet the specifications or is subject to any claim of damage, defect or shortage. In the event the Material does not meet Specifications, or is subject to any claim of damage, defect or shortage, the rejected Material shall not be used by Buyer and shall promptly be returned by Buyer to Company at Company's expense, or such other mutually agreed upon, written response shall be undertaken. 4.4.2. Upon return of any rejected Material and/or rejected preshipment sample, Company will replace the Material at Company's cost and will resubmit to Buyer within ninety (90) days of receipt of additional raw materials from Company's suppliers. BUYER'S EXCLUSIVE REMEDY FOR BREACH OF WARRANTY SHALL BE DAMAGES AND COMPANY'S LIABILITY FOR ANY AND ALL LOSSES OR DAMAGE FROM ANY CAUSE WHATSOEVER, INCLUDING ALLEGED NEGLIGENCE, SHALL IN NO EVENT EXCEED THIS OBLIGATION TO REPLACE THE MATERIAL AND RESUBMIT IT TO BUYER WITHIN THE TIME PERIOD STATED, SUBJECT TO SECTION 4.5 HEREOF. Company shall not be liable for, and Buyer assumes responsibility for, all personal injury and property damage resulting notably from any the handling, possession, or use of the Product(s) Material following Buyer's receipt of the Material. 4.5. In no event shall Company be liable for special, incidental or consequential damages, whether Buyer's claim for breach of warranty is in contract, negligence, strict liability or otherwise. Buyer agrees to indemnify and hold harmless Company from all losses, liability, damages, and/or expenses which does not comply with may be sustained or claimed against Company arising out of the Agreement and/or the recommendations for use made by CENTREON andhandling, in particular, from the non-compliance with the standard conditions concerning the environment of usepossession, or from the use of accessories or consumables non- compliant with CENTREONthe Material, following Buyer's specifications; • Defects, failures, or deteriorations resulting from computer viruses, from a malfunction or perturbation of computer or telecommunication networks and especially receipt of the internet, from failures of software developed by third parties, or from any equivalent event; • Defects, failures, or deteriorations resulting from a change in the environment of the Product(s) that has not been previously accepted by CENTREON and, in particular, from any modification of the configuration of the hardware and software of implementation, such as, notably, a modification of its architecture, or the addition of any software which is not compatible with the Product(s) and the existence and specifications of which have not been brought to CENTREON's knowledge previously to their installation or implementation; • Defects, failures, or deteriorations resulting from modifications of the Product(s) and/or from their configuration, where they are made without a previous authorization from CENTREONMaterial.

Warranty and Liability. 8.1 Warranty CENTREON 14.1 Unless otherwise stated in these General Terms and Conditions of Sale, the Company disclaims any and all warranties or conditions with regard to the Products of any kind whatsoever. Further, the Company does not warrant that the Products will operate without interruption or that they will be error free, virus free or secure. 14.2 Notwithstanding article 14.1 of these General Terms and Conditions of Sale, the Company warrants that (i) in the Product(sevent of defects in the construction of the Products and (ii) complies in the event that such Products are returned to the Company “Carriage and Insurance Paid (CIP) Company’s factory at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇” (unless otherwise instructed by the Company) in accordance with their Documentation. Within three the relevant terms of the Incoterms 2010 or any later version thereof and within twelve (312) months of the delivery of the Product(s), CENTREON undertakes to correct all reproducible defects of the Product(s). After this warranty period, all defects attributable to the Product(s) are taken in charge by CENTREON under the support and Product(s) updates Agreement. CENTREON warrants the User against all claims, demands, actions, costs, expenses losses and damages arising from or incurred by reason of any claim for infringement of any Intellectual Property Right arising from the use Products being put into operation, but no longer than fifteen (15) months from the date of Product(s). In this regarddispatch from the Company’s factory and with respect to which timely notice was given, CENTREON shall indemnify and hold harmless it shall, at its own discretion: (A) either redeliver such Products at no cost; or, (B) repair such Products at no cost; or, (C) credit the User against all damages that it shall pay further to a definitive court decision and having Customer in as far as is reasonable in whole or in part for exclusive grounds the demonstration invoice value of such infringementProducts. This warranty is subject to the following express conditions: • The User shall promptly notify CENTREON if any claim or demand is made or action brought against the User; • CENTREON shall lead the proceedings and be free to settle the case; • The User shall at the request of CENTREON provide to CENTREON all reasonable assistance for the purpose of contesting any claim or demand made or action brought against the User; • The alleged infringement could not have been avoided by the installation and Damage resulting from inexpert use by the User of an upgrade provided by CENTREON. If Customer and or any Product(s) provided by CENTREON infringes or is likely to infringe on a third party’s Intellectual Property Rights, CENTREON will promptly and at its own expense make its best efforts to: • obtain the right for the User to continue using such Product(s); or • replace the Product(s) to make its use non-infringing; or • modify the Product(s) to make its use non-infringing; or • reimburse to the User the price received under this Agreement in proportion to the Product(s) which have become unusable as a consequence of the infringement, and, when applicable, to the duration of the impossibility of use suffered by the User. The previous provisions set out the only appeal which the User can resort to; and the limits of CENTREON’s warranty for counterfeiting matters. CENTREON excludes any warranty of any sort other than those stipulated hereinabove, whether express or implicit, and notably any guarantee of merchantable capacity or of adaptation to a particular need of the User. In particular, the warranties do not cover: • Defects that were visible as of the date of delivery of the Product(s); • Defects, failures, or deteriorations resulting notably from any use of the Product(s) which does not comply with the Agreement and/or the recommendations for use made by CENTREON and, in particular, from the non-compliance with the standard conditions concerning the environment of use, or from the use of accessories or consumables non- compliant with CENTREON's specifications; • Defects, failures, or deteriorations resulting from computer viruses, from a malfunction or perturbation of computer or telecommunication networks and especially of the internet, from failures of software developed by third parties, does not fall under the warranty mentioned in this article 14. 14.3 Parts repaired or from any equivalent event; • Defects, failures, or deteriorations resulting from a change replaced shall be delivered “Delivered At Place (DAP) Customer’s facility” in accordance with the environment relevant terms of the Product(sIncoterms 2010 or any later version thereof. Repair and replacement shall neither extend nor renew the agreed warranty period. The Company shall never be obligated to pay any substitute or additional compensation for damage, except if and insofar as exclusion of liability is prohibited by Dutch law. If 14.4 EXCEPT WHERE LOCAL MANDATORY LAW CREATES ADDITIONAL RIGHTS OR REMEDIES FOR CUSTOMER, CUSTOMER ACKNOWLEDGES, REPRESENTS AND WARRANTS THAT IT HAS SELECTED THE PRODUCT(S) that has not been previously accepted by CENTREON andBASED ON ITS PROFESSIONAL JUDGMENT AND EXPRESSLY DISCLAIMS ANY RELIANCE UPON ANY STATEMENTS MADE BY THE COMPANY OR ANY AGENT, in particularREPRESENTATIVE OR EMPLOYEE OF THE COMPANY NOT EXPRESSLY STATED HEREIN. UNLESS OTHERWISE STATED IN THE AGREEMENT, from any modification of the configuration of the hardware and software of implementationTHE COMPANY SPECIFICALLY DISCLAIMS ALL WARRANTIES WITH REGARD TO THE PRODUCTS AND SERVICES PROVIDED HEREUNDER, such asEXPRESS OR IMPLIED, notablyINCLUDING WITHOUT LIMITATION, a modification of its architectureTHE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY DOES NOT GUARANTEE OR WARRANT THE PRODUCTS TO CUSTOMER IN ANY WAY. UNDER NO CIRCUMSTANCES SHALL THE COMPANY BE RESPONSIBLE FOR INCIDENTAL, or the addition of any software which is not compatible with the Product(sSPECIAL OR CONSEQUENTIAL DAMAGES OR UNANTICIPATED PROBLEMS, DELAYS OR OTHER EVENTS OUTSIDE OF ITS CONTROL. WITHOUT PREJUDICE TO THE AFORESAID, IN NO CIRCUMSTANCES WHATEVER SHALL THE LIABILITY OF THE COMPANY OR THE AMOUNT OF ANY DAMAGES OR COMPENSATION PAYABLE BY THE COMPANY ON ANY CLAIM WHATSOEVER CONCERNING OR RELATING, DIRECTLY OR INDIRECTLY, TO THE PRODUCTS AND INCLUDING, BUT NOT LIMITED TO, CLAIMS BASED ON NEGLIGENCE, MISREPRESENTATION, BREACH OF CONTRACT OR WARRANTY EXCEED IN TOTAL THE COMPANY'S INVOICE PRICE OF THE EQUIPMENT OR PRODUCT(S) and the existence and specifications of which have not been brought to CENTREON's knowledge previously to their installation or implementation; • Defects, failures, or deteriorations resulting from modifications of the Product(s) and/or from their configuration, where they are made without a previous authorization from CENTREONCOMPLAINED OF.

Warranty and Liability. 8.1 Warranty CENTREON (a) SYNCML warrants that for a period of ninety (90) days from the Product(s) complies with their date you acquire the Software, if operated as directed in the Documentation, will perform substantially as set forth in the Documentation. Within three SYNCML also warrants the media containing the Software, if provided by SYNCML, to be free from defects in material and workmanship for ninety (390) months of days from the delivery of date you acquire the Product(sSoftware. (b) EXCEPT AS EXPRESSLY SET FORTH IN SECTION 3(a), CENTREON undertakes NO OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE APPLY TO THE SOFTWARE OR DOCUMENTATION. (c) If you make any modifications to correct all reproducible defects the Software during the warranty period; if the media is subjected to accident abuse or improper use; or if you violate the terms of the Product(s). After this License Agreement, this warranty period, all defects attributable to the Product(s) are taken in charge by CENTREON under the support and Product(s) updates Agreement. CENTREON warrants the User against all claims, demands, actions, costs, expenses losses and damages arising from or incurred by reason of any claim for infringement of any Intellectual Property Right arising from the use of Product(s). In this regard, CENTREON shall indemnify and hold harmless the User against all damages that it shall pay further to a definitive court decision and having for exclusive grounds the demonstration of such infringementimmediately terminate. This warranty shall not apply if the Software is subject to the following express conditions: • The User shall promptly notify CENTREON if any claim used on or demand is made in conjunction with hardware or action brought against the User; • CENTREON shall lead the proceedings and be free to settle the case; • The User shall at the request of CENTREON provide to CENTREON all reasonable assistance for the purpose of contesting any claim or demand made or action brought against the User; • The alleged infringement could not have been avoided by the installation and use by the User of an upgrade provided by CENTREON. If any Product(s) provided by CENTREON infringes or is likely to infringe on a third party’s Intellectual Property Rights, CENTREON will promptly and at its own expense make its best efforts to: • obtain the right for the User to continue using such Product(s); or • replace the Product(s) to make its use non-infringing; or • modify the Product(s) to make its use non-infringing; or • reimburse to the User the price received under this Agreement in proportion to the Product(s) which have become unusable as a consequence of the infringement, and, when applicable, to the duration of the impossibility of use suffered by the User. The previous provisions set out the only appeal which the User can resort to; and the limits of CENTREON’s warranty for counterfeiting matters. CENTREON excludes any warranty of any sort software other than those stipulated hereinabove, whether express or implicit, and notably any guarantee the unmodified version of merchantable capacity or of adaptation to a particular need of the User. In particular, the warranties do not cover: • Defects that were visible as of the date of delivery of the Product(s); • Defects, failures, or deteriorations resulting notably from any use of the Product(s) which does not comply with the Agreement and/or the recommendations for use made by CENTREON and, in particular, from the non-compliance with the standard conditions concerning the environment of use, or from the use of accessories or consumables non- compliant with CENTREON's specifications; • Defects, failures, or deteriorations resulting from computer viruses, from a malfunction or perturbation of computer or telecommunication networks and especially of the internet, from failures of software developed by third parties, or from any equivalent event; • Defects, failures, or deteriorations resulting from a change in the environment of the Product(s) that has not been previously accepted by CENTREON and, in particular, from any modification of the configuration of the hardware and software for which the Software was designed as described in the Documentation. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS; YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION. (d) Your Remedies. SYNCML’s sole liability for a breach of implementation, such as, notably, a modification of its architecture, this warranty shall be in SYNCML’s sole discretion: (i) to replace your defective media; or (ii) to advise you how to achieve substantially the addition of any software which is not compatible same functionality with the Product(s) and Software as described in the existence and specifications of which have not been brought to CENTREON's knowledge previously to their installation or implementationDocumentation through a procedure different from that set forth in the Documentation; • Defects, failures, or deteriorations resulting from modifications of the Product(s) and/or from their configuration, where they are made without a previous authorization from CENTREON.or