Ceres Sample Clauses

Ceres. Ceres represents and warrants that it (a) has the right to make the conveyances and grants in accordance with the Articles hereof, including, without limitation, the licenses under the interest of Ceres’ Affiliates and (b) shall cause each of its Affiliates that enjoys any rights under this Agreement to be bound to all relevant terms and conditions of this Agreement and guarantees each such Affiliate’s compliance with all relevant terms and conditions of this Agreement. Ceres does not warrant that any use of the Ceres Improvements, or anything else (including, without limitation, any technology, Confidential Information or intellectual property) licensed to Monsanto pursuant to this Agreement is without liability to any Third Party or without a need to obtain a license from such Third Party. It is expressly understood, however, that in making the conveyances and grants under this Agreement, except as set forth in the first sentence of this paragraph, Ceres MAKES NO REPRESENTATION AND EXTENDS NO WARRANTIES, EITHER EXPRESS OR IMPLIED, AND ASSUMES NO RESPONSIBILITIES WHATSOEVER WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, (A) ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OR (B) ANY WARRANTIES THAT ANY RESULTS OR ANY SPECIFIC RESULT(S) WILL BE OBTAINED OR (C) ANY WARRANTIES WITH RESPECT TO: 1) THE SCOPE OR VALIDITY OF ANY PATENT ON CERES IMPROVEMENTS WHICH MAY BE LICENSED TO MONSANTO PURSUANT TO THIS AGREEMENT; 2) ANY MANUFACTURE, USE, IMPORTATION OR SALE OF ANY PRODUCT WHICH MAY BE COVERED BY A LICENSE GRANTED TO MONSANTO PURSUANT TO THIS AGREEMENT, OR ANY CERES IMPROVEMENTS, BEING FREE FROM INFRINGEMENT OF PATENTS OTHER THAN THE PATENTS ON CERES IMPROVEMENTS WHICH MAY BE LICENSED TO MONSANTO PURSUANT TO THIS AGREEMENT.