Common use of Disclaimer Clause in Contracts

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACY.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH FOR THE WARRANTIES OF TITLE GIVEN IN SECTION 1.04(a), ASSIGNOR MAKES THIS AGREEMENT CONVEYANCE AND ASSIGNS THE PFIZER-MPP AGREEMENTROYALTY INTEREST WITHOUT RECOURSE, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES COVENANT OR WARRANTY OF TITLE OF ANY KIND, EXPRESS EXPRESS, IMPLIED OR STATUTORY. ANY COVENANTS OR WARRANTIES IMPLIED BY STATUTE OR LAW BY THE USE HEREIN OF THE WORDS “GRANT”, “CONVEY” OR OTHER SIMILAR WORDS ARE HEREBY EXPRESSLY DISCLAIMED, WAIVED AND NEGATED. WITHOUT LIMITING THE GENERALITY OF THE TWO PRECEDING SENTENCES, ASSIGNEE ACKNOWLEDGES THAT ASSIGNOR HAS NOT MADE, AND ASSIGNOR HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND ASSIGNEE HEREBY EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, INCLUDING WITHOUT LIMITATION AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO (i) PRODUCTION RATES, RECOMPLETION OPPORTUNITIES, DECLINE RATES OR THE QUALITY, QUANTITY OR VOLUME OF THE RESERVES OF MINERALS, IF ANY, ATTRIBUTABLE TO THE SUBJECT INTERESTS, (ii) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (iii) ANY IMPLIED OR IMPLIED WARRANTIES EXPRESS WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (iv) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, AND (v) ANY AND ALL IMPLIED WARRANTIES EXISTING UNDER ANY APPLICABLE LEGAL REQUIREMENT; IT BEING THE EXPRESS INTENTION OF BOTH ASSIGNEE AND ASSIGNOR THAT THE ROYALTY INTEREST IS HEREBY ASSIGNED TO ASSIGNEE ON AN “AS IS” AND “WHERE IS” BASIS WITH RESPECT ALL FAULTS, AND THAT ASSIGNEE HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AS ASSIGNEE DEEMS APPROPRIATE. ASSIGNOR AND ASSIGNEE AGREE THAT, TO THE PATENTS OR ANY LICENSE GRANTED EXTENT REQUIRED BY MPP AND PFIZER (IN APPLICABLE LEGAL REQUIREMENTS TO BE EFFECTIVE, THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING DISCLAIMERS OF CERTAIN WARRANTIES CONTAINED IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN SECTION ARE “CONSPICUOUS” DISCLAIMERS FOR THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS PURPOSES OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYAPPLICABLE LEGAL REQUIREMENT.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH FOR THE WARRANTIES OF TITLE GIVEN IN SECTION 1.05(a), ASSIGNOR MAKES THIS AGREEMENT CONVEYANCE AND ASSIGNS THE PFIZER-MPP AGREEMENTROYALTY INTEREST WITHOUT RECOURSE, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES COVENANT OR WARRANTY OF TITLE OF ANY KIND, EXPRESS EXPRESS, IMPLIED OR STATUTORY. ANY COVENANTS OR WARRANTIES IMPLIED BY STATUTE OR LAW BY THE USE HEREIN OF THE WORDS “GRANT”, “CONVEY” OR OTHER SIMILAR WORDS ARE HEREBY EXPRESSLY DISCLAIMED, WAIVED AND NEGATED. WITHOUT LIMITING THE GENERALITY OF THE TWO PRECEDING SENTENCES, ASSIGNEE ACKNOWLEDGES THAT ASSIGNOR HAS NOT MADE, AND ASSIGNOR HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND ASSIGNEE HEREBY EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, INCLUDING WITHOUT LIMITATION AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO (i) PRODUCTION RATES, RECOMPLETION OPPORTUNITIES, DECLINE RATES OR THE QUALITY, QUANTITY OR VOLUME OF THE RESERVES OF MINERALS, IF ANY, ATTRIBUTABLE TO THE SUBJECT INTERESTS, (ii) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (iii) ANY IMPLIED OR IMPLIED WARRANTIES EXPRESS WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (iv) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, AND (v) ANY AND ALL IMPLIED WARRANTIES EXISTING UNDER ANY APPLICABLE LEGAL REQUIREMENT; IT BEING THE EXPRESS INTENTION OF BOTH ASSIGNEE AND ASSIGNOR THAT THE ROYALTY INTEREST IS HEREBY ASSIGNED TO ASSIGNEE ON AN “AS IS” AND “WHERE IS” BASIS WITH RESPECT ALL FAULTS, AND THAT ASSIGNEE HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AS ASSIGNEE DEEMS APPROPRIATE. ASSIGNOR AND ASSIGNEE AGREE THAT, TO THE PATENTS OR ANY LICENSE GRANTED EXTENT REQUIRED BY MPP AND PFIZER (IN APPLICABLE LEGAL REQUIREMENTS TO BE EFFECTIVE, THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING DISCLAIMERS OF CERTAIN WARRANTIES CONTAINED IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN SECTION ARE “CONSPICUOUS” DISCLAIMERS FOR THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS PURPOSES OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYAPPLICABLE LEGAL REQUIREMENT.

Disclaimer. IT IS UNDERSTOOD, ACKNOWLEDGED AND AGREED THAT, EXCEPT AS SET FORTH HEREIN NOVARTIS MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER WITH RESPECT TO THE PURCHASED ASSETS OR ANY OTHER MATTER OR THING REGARDING THE PURCHASED ASSETS. BUYER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLERS SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PURCHASED ASSETS “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. BUYER HAS NOT RELIED AND WILL NOT RELY ON, AND NOVARTIS IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PURCHASED ASSETS MADE OR FURNISHED BY SELLER, ITS AFFILIATES OR ANY AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KINDNOVARTIS DISCLOSURE SCHEDULE, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS TRANSACTION DOCUMENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (ANCILLARY AGREEMENT. WITHOUT IN ANY WAY LIMITING THE PFIZER-MPP AGREEMENT) HEREUNDERFOREGOING, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE NOVARTIS HEREBY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AS TO THE SAFETY OR EFFICACY ANY PORTION OF THE COMPOUNDPURCHASED ASSETS. BUYER REPRESENTS TO NOVARTIS THAT BUYER HAS CONDUCTED, PRODUCT OR LICENSED PRODUCT WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PURCHASED ASSETS AS BUYER DEEMS NECESSARY AND IT SHALL BE THE SOLE RESPONSIBILITY WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF LICENSEE TO ENSURE NOVARTIS OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH SAFETY OR EFFICACYREPRESENTATIONS, WARRANTIES AND COVENANTS OF NOVARTIS AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZERSHIONOGI-MPP AGREEMENT, MPP AND PFIZER SHIONOGI (IN THE PFIZERSHIONOGI-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER SHIONOGI (IN THE PFIZER-SHIONOGI- MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT COMPOUND OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S 'S OR LICENSEE(S)’S 'S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT COMPOUND OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER SHIONOGI (IN THE PFIZERSHIONOGI-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S 'S USE OF THE COMPOUND, PRODUCT COMPOUND OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER SHIONOGI OR ITS AFFILIATES. MPP AND PFIZER SHIONOGI (IN THE PFIZERSHIONOGI-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT COMPOUND OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACY.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH FOR THE SPECIAL WARRANTY OF TITLE GIVEN IN SECTION 1.04(a), ASSIGNOR MAKES THIS AGREEMENT CONVEYANCE AND ASSIGNS THE PFIZER-MPP AGREEMENTROYALTY INTEREST WITHOUT RECOURSE, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES COVENANT OR WARRANTY OF TITLE OF ANY KIND, EXPRESS EXPRESS, IMPLIED OR STATUTORY. ANY COVENANTS OR WARRANTIES IMPLIED BY STATUTE OR LAW BY THE USE HEREIN OF THE WORDS “GRANT”, “CONVEY” OR OTHER SIMILAR WORDS ARE HEREBY EXPRESSLY DISCLAIMED, WAIVED AND NEGATED. WITHOUT LIMITING THE GENERALITY OF THE TWO PRECEDING SENTENCES, ASSIGNEE ACKNOWLEDGES THAT ASSIGNOR HAS NOT MADE, AND ASSIGNOR HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND ASSIGNEE HEREBY EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, INCLUDING WITHOUT LIMITATION AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO (i) PRODUCTION RATES, RECOMPLETION OPPORTUNITIES, DECLINE RATES OR THE QUALITY, QUANTITY OR VOLUME OF THE RESERVES OF MINERALS, IF ANY, ATTRIBUTABLE TO THE SUBJECT INTERESTS, (ii) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (iii) ANY IMPLIED OR IMPLIED WARRANTIES EXPRESS WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (iv) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, AND (v) ANY AND ALL IMPLIED WARRANTIES EXISTING UNDER ANY APPLICABLE LEGAL REQUIREMENT; IT BEING THE EXPRESS INTENTION OF BOTH ASSIGNEE AND ASSIGNOR THAT THE ROYALTY INTEREST IS HEREBY ASSIGNED TO ASSIGNEE ON AN “AS IS” AND “WHERE IS” BASIS WITH RESPECT ALL FAULTS, AND THAT ASSIGNEE HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AS ASSIGNEE DEEMS APPROPRIATE. ASSIGNOR AND ASSIGNEE AGREE THAT, TO THE PATENTS OR ANY LICENSE GRANTED EXTENT REQUIRED BY MPP AND PFIZER (IN APPLICABLE LEGAL REQUIREMENTS TO BE EFFECTIVE, THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING DISCLAIMERS OF CERTAIN WARRANTIES CONTAINED IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN SECTION ARE “CONSPICUOUS” DISCLAIMERS FOR THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS PURPOSES OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYAPPLICABLE LEGAL REQUIREMENT.

Disclaimer. EXCEPT FOR THE WARRANTIES DESCRIBED IN SECTION 12.1 AND 12.2 ABOVE, THE AXIS TECHNOLOGY, INCLUDING ANY THIRD-PARTY SOFTWARE OR OPEN SOURCE SOFTWARE, ARE DELIVERED “AS EXPRESSLY SET FORTH IN THIS AGREEMENT IS” AND THE PFIZER-MPP AGREEMENT“AS AVAILABLE”, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES WITHOUT WARRANTY OF ANY KIND. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE ENTIRE RISK AS TO THE USE, RESULTS AND PERFORMANCE OF THE AXIS TECHNOLOGY AND ANY THIRD-PARTY SOFTWARE OR OPEN SOURCE SOFTWARE IS ASSUMED SOLELY BY YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AXIS, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND THEIR RESPECTIVE LICENSORS (COLLECTIVELY, THE “AXIS PARTIES”), EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON- INFRINGEMENT, OR ANY WARRANTY ARISING OUT OF ANY PROPOSAL, SPECIFICATION OR SAMPLE WITH RESPECT TO THE PATENTS AXIS TECHNOLOGY, INCLUDING ANY THIRD PARTY SOFTWARE OR OPEN SOURCE SOFTWARE, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION OF THE FOREGOING, THE AXIS PARTIES PROVIDE NO WARRANTY OR UNDERTAKING, AND MAKE NO REPRESENTATION OF ANY LICENSE GRANTED BY MPP AND PFIZER (IN KIND THAT THE PFIZER-MPP AGREEMENT) HEREUNDERAXIS TECHNOLOGY, INCLUDING ANY THIRD PARTY SOFTWARE OR OPEN SOURCE SOFTWARE, WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORESOFTWARE, NOTHING IN THIS AGREEMENT SHALL SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE CONSTRUED AS A WARRANTY ERROR FREE OR THAT ANY PATENT ERRORS OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID DEFECTS CAN OR ENFORCEABLE WILL BE CORRECTED OR THAT THE MPP’S AXIS TECHNOLOGY WILL BE FREE FROM CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR LICENSEE(S)’S OTHER SECURITY INTRUSION, AND AXIS DISCLAIMS ANY LIABILITY RELATING THERETO. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY AN AXIS PARTY OR ANY REPRESENTATIVE THEREOF SHALL CREATE A WARRANTY OR IN ANY WAY AFFECT THE SCOPE AND OPERATION OF THIS DISCLAIMER. THE AXIS TECHNOLOGY IS NOT INTENDED FOR USE RELATED TO THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS, LIFE SUPPORT MACHINES OR OTHER EQUIPMENT IN WHICH THE FAILURE OF THE PATENTSAXIS TECHNOLOGY COULD LEAD TO DEATH, LICENSED KNOW-HOWPERSONAL INJURY, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS SEVERE PHYSICAL OR OTHER INTELLECTUAL PROPERTY RIGHTS ENVIRONMENTAL DAMAGE. THIS DISCLAIMER OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACY.

Disclaimer. PURCHASER ACKNOWLEDGES THAT EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENTARTICLE IV, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF NEITHER SELLER NOR ANY KINDOTHER PERSON HAS MADE ANY REPRESENTATION OR WARRANTY, EXPRESS EXPRESSED OR IMPLIED, INCLUDING AS TO THE ACQUIRED ASSETS, THE PRODUCT, ANY OTHER ASPECT OF THE RESPECTIVE BUSINESSES OF SELLER AND THE SELLING AFFILIATES, OR THE ACCURACY AND COMPLETENESS OF ANY INFORMATION REGARDING THE ACQUIRED ASSETS FURNISHED OR MADE AVAILABLE TO PURCHASER AND ITS REPRESENTATIVES AND PURCHASER HAS NOT RELIED ON ANY REPRESENTATION FROM SELLER OR ANY OTHER PERSON WITH RESPECT TO THE ACQUIRED ASSETS, THE PRODUCT, ANY ASPECT OF THE RESPECTIVE BUSINESSES OF SELLER AND THE SELLING AFFILIATES, OR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING THE ACQUIRED ASSETS FURNISHED OR MADE AVAILABLE TO PURCHASER AND ITS REPRESENTATIVES IN DETERMINING TO ENTER INTO THIS AGREEMENT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE IV. PURCHASER ACKNOWLEDGES THAT SHOULD THE CLOSING OCCUR, PURCHASER SHALL ACQUIRE THE ACQUIRED ASSETS WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF REPRESENTATION AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS AND PURCHASER SHALL BEAR THE ECONOMIC AND LEGAL RISKS THAT ANY CONVEYANCE SHALL PROVE TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (BE INSUFFICIENT TO VEST IN THE PFIZER-MPP AGREEMENT) HEREUNDERPURCHASERS GOOD AND MARKETABLE TITLE, OR WITH RESPECT TO THE COMPOUNDFREE AND CLEAR OF ANY LIENS, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT NECESSARY CONSENTS OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID GOVERNMENTAL APPROVALS ARE NOT OBTAINED AND THAT ANY REQUIREMENTS OF APPLICABLE LAWS OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL JUDGMENTS ARE NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYCOMPLIED WITH.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH FOR THE SPECIAL WARRANTY OF TITLE GIVEN IN SECTION 1.05(a), ASSIGNOR MAKES THIS AGREEMENT CONVEYANCE AND ASSIGNS THE PFIZER-MPP AGREEMENTROYALTY INTEREST WITHOUT RECOURSE, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES COVENANT OR WARRANTY OF TITLE OF ANY KIND, EXPRESS EXPRESS, IMPLIED OR STATUTORY. ANY COVENANTS OR WARRANTIES IMPLIED BY STATUTE OR LAW BY THE USE HEREIN OF THE WORDS “GRANT”, “CONVEY” OR OTHER SIMILAR WORDS ARE HEREBY EXPRESSLY DISCLAIMED, WAIVED AND NEGATED. WITHOUT LIMITING THE GENERALITY OF THE TWO PRECEDING SENTENCES, ASSIGNEE ACKNOWLEDGES THAT ASSIGNOR HAS NOT MADE, AND ASSIGNOR HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND ASSIGNEE HEREBY EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, INCLUDING WITHOUT LIMITATION AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO (i) PRODUCTION RATES, RECOMPLETION OPPORTUNITIES, DECLINE RATES OR THE QUALITY, QUANTITY OR VOLUME OF THE RESERVES OF MINERALS, IF ANY, ATTRIBUTABLE TO THE SUBJECT INTERESTS, (ii) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (iii) ANY IMPLIED OR IMPLIED WARRANTIES EXPRESS WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (iv) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, AND (v) ANY AND ALL IMPLIED WARRANTIES EXISTING UNDER ANY APPLICABLE LEGAL REQUIREMENT; IT BEING THE EXPRESS INTENTION OF BOTH ASSIGNEE AND ASSIGNOR THAT THE ROYALTY INTEREST IS HEREBY ASSIGNED TO ASSIGNEE ON AN “AS IS” AND “WHERE IS” BASIS WITH RESPECT ALL FAULTS, AND THAT ASSIGNEE HAS MADE OR CAUSED TO BE MADE SUCH INSPECTIONS AS ASSIGNEE DEEMS APPROPRIATE. ASSIGNOR AND ASSIGNEE AGREE THAT, TO THE PATENTS OR ANY LICENSE GRANTED EXTENT REQUIRED BY MPP AND PFIZER (IN APPLICABLE LEGAL REQUIREMENTS TO BE EFFECTIVE, THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING DISCLAIMERS OF CERTAIN WARRANTIES CONTAINED IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN SECTION ARE “CONSPICUOUS” DISCLAIMERS FOR THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS PURPOSES OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYAPPLICABLE LEGAL REQUIREMENT.

Disclaimer. LESSEE EXPRESSLY AGREES TO LEASE THE AIRCRAFT IN "AS IS, WHERE IS" CONDITION "WITH ALL FAULTS", EXCEPT AS OTHERWISE EXPRESSLY SET FORTH PROVIDED IN THIS AGREEMENT LEASE. LESSEE ACKNOWLEDGES AND AGREES THAT AS BETWEEN LESSOR AND LESSEE (A) THE PFIZER-MPP AGREEMENTAIRFRAME AND EACH ENGINE IS OF A SIZE, MPP DESIGN, CAPACITY AND PFIZER MANUFACTURE SELECTED BY AND ACCEPTABLE TO LESSEE, (B) LESSEE IS SATISFIED THAT THE AIRFRAME AND EACH ENGINE IS SUITABLE FOR ITS PURPOSE, (C) LESSOR IS NOT A MANUFACTURER NOR A DEALER IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES PROPERTY OF ANY SUCH KIND, EXPRESS OR IMPLIEDAND (D) LESSOR DOES NOT MAKE, INCLUDING WITHOUT LIMITATION HAS NOT MADE AND SHALL NOT BE DEEMED TO HAVE MADE, AND WILL BE DEEMED TO HAVE EXPRESSLY DISCLAIMED, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD AS TO THE SAFETY AIRWORTHINESS, VALUE, CONDITION, DESIGN, OPERATION, MERCHANTABILITY OR EFFICACY FITNESS FOR USE FOR A PARTICULAR PURPOSE OF THE COMPOUNDAIRCRAFT OR ANY PART THEREOF, PRODUCT THE ABSENCE OF LATENT OR LICENSED PRODUCT OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, THE QUALITY OF MATERIAL OR WORKMANSHIP, THE ABSENCE OF ANY INFRINGEMENT OF ANY PATENT, TRADEMARK OR COPYRIGHT, THE ABSENCE OF OBLIGATIONS BASED ON STRICT LIABILITY IN TORT, OR ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE AIRCRAFT, THE AIRFRAME, ANY ENGINE OR ANY PART THEREOF. LESSEE AGREES THAT LESSOR SHALL NOT BE LIABLE FOR ANY DAMAGE OR LOSS (INCLUDING, BUT NOT LIMITED TO, INCIDENTAL, CONSEQUENTIAL AND IT SHALL BE SPECIAL DAMAGES) SUFFERED BY LESSEE DIRECTLY OR INDIRECTLY BECAUSE OF ANY DEFECT IN THE SOLE RESPONSIBILITY AIRCRAFT. NONE OF LICENSEE THE PROVISIONS OF THIS SECTION 3.4 OR ANY OTHER PROVISION OF THIS LEASE IS INTENDED TO ENSURE AMEND, MODIFY OR OTHERWISE AFFECT THE EXPRESS REPRESENTATIONS, WARRANTIES OR OTHER OBLIGATIONS OF THE MANUFACTURER, OR ANY OTHER VENDOR, MANUFACTURER, SUBCONTRACTOR OR SUPPLIER WITH RESPECT TO THE AIRCRAFT OR ANY PART THEREOF, OR TO RELEASE MANUFACTURER OR ANY OTHER VENDOR, MANUFACTURER, SUBCONTRACTOR OR SUPPLIER FROM ANY SUCH SAFETY REPRESENTATION, WARRANTY OR EFFICACYOBLIGATION OR ANY RIGHTS OF LESSOR OR LESSEE WITH RESPECT THERETO.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH OTHERWISE PROVIDED IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER CUSTOMER EXPRESSLY AGREES THAT CYBERSOURCE SHALL NOT BE LIABLE FOR ANY LOSS (IN THE PFIZER-MPP AGREEMENTHOWEVER OCCURRING, INCLUDING NEGLIGENCE), ARISING FROM OR RELATED TO: (A) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES CUSTOMER’S FAILURE TO PROPERLY ACTIVATE, INTEGRATE OR SECURE CUSTOMER’S MERCHANT ACCOUNT; (B) FRAUDULENT TRANSACTIONS PROCESSED THROUGH CUSTOMER’S PAYMENT GATEWAY ACCOUNT(S); (C) DISRUPTION OF TRANSACTION SERVICES, SYSTEMS, SERVER OR WEBSITE BY ANY KIND, EXPRESS OR IMPLIEDMEANS, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSELIMITATION, WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDERDDOS ATTACKS, OR WITH RESPECT TO THE COMPOUNDSOFTWARE VIRUSES, PRODUCT OR LICENSED PRODUCTTROJAN HORSES, WORMS, TIME BOMBS, OR ANY OTHER MATTERTECHNOLOGY; (D) ACTIONS OR INACTIONS BY ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION, A MERCHANT SERVICE PROVIDER, PAYMENT PROCESSOR OR BANK; OR (E) THE LIMITATION OF THE FUNCTIONING OF ANY TRANSACTION SERVICES OR SOFTWARE, HARDWARE, OR EQUIPMENT ASSOCIATED THEREWITH. FURTHERMORE12.3 THIRD PARTY PRODUCTS AND SERVICES. CYBERSOURCE MAKES NO REPRESENTATION, NOTHING WARRANTY OR GUARANTEE WHATSOEVER IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT RELATION TO THIRD PARTY PRODUCTS OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)SERVICES. CUSTOMER’S USE OF THIRD PARTY PRODUCTS AND SERVICES IS AT CUSTOMER’S OWN RISK. CYBERSOURCE ASSUMES NO RESPONSIBILITY AND EXPRESSLY DISCLAIMS ANY LIABILITY FOR CLAIMS OF LOSS AND/OR FRAUD INCURRED RESULTING FROM THE PATENTS, LICENSED KNOW-HOW, COMPOUND, USE OF OR CONCLUSIONS DRAWN FROM ANY THIRD PARTY PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL SERVICE, REGARDLESS OF WHETHER OR NOT INFRINGE ANY PATENT RIGHTS CYBERSOURCE IS A RESELLER OF OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, REFERRAL AGENT FOR SUCH PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYSERVICE.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND STATED HEREIN, THE PFIZER-MPP AGREEMENTABOVE WARRANTY PROVISIONS DO NOT COVER COATINGS, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES PRODUCTS, ACCESSORIES, OR PARTS OR ATTACHMENTS THAT ARE NOT MANUFACTURED BY ACI BUILDING SYSTEMS, LLC. EXCEPT AS OTHERWISE EXPRESSLY STATED, THERE IS NO REPRESENTATIONS AND EXTENDS NO WARRANTIES WARRANTY, REPRESENTATION OR CONDITION OF ANY KINDKIND AND ANY WARRANTY, EXPRESS EXPRESSED OR IMPLIED, IS HEREBY EXCLUDED AND DISCLAIMED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR AND OF FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT . NOTWITHSTANDING ANYTHING ELSE CONTAINED HEREIN TO THE PATENTS CONTRARY, IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT ACI BUILDING SYSTEMS, LLC'S LIABILITY AND PURCHASER'S SOLE REMEDY, WHETHER IN CONTRACT, UNDER ANY WARRANTY, IN TORT (INCLUDING NEGLIGENCE), IN STRICT LIABILITY OR OTHERWISE SHALL NOT EXCEED THE COST OF THE AMOUNT OF THE MATERIALS, EXPRESSLY EXCLUDING LABOR COSTS AND EXPENSES, COSTS OF RENTING REPLACEMENTS AND OTHER ADDITIONAL EXPENSES. UNDER NO CIRCUMSTANCES SHALL ACI BUILDING SYSTEMS, LLC BE LIABLE FOR ANY LICENSE GRANTED BY MPP SPECIAL, INCIDENTAL, LIQUIDATED OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PROPERTY DAMAGE, DAMAGE TO OR LOSS OF EQUIPMENT, LOSS OF PROFITS OR REVENUE, LABOR COSTS AND PFIZER EXPENSES, COSTS OF RENTING REPLACEMENTS AND OTHER ADDITIONAL EXPENSES, EVEN IF ACI BUILDING SYSTEMS, LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACI BUILDING SYSTEMS, LLC WILL NOT BE LIABLE FOR ANY DAMAGES, LOSSES OR EXPENSES AS A RESULT OF PURCHASER'S (IN THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTERPARTY'S) NEGLIGENCE, WHETHER DEEMED ACTIVE OR PASSIVE AND WHETHER OR NOT SUCH NEGLIGENCE IS THE SOLE OR PARTIAL CAUSE OF ANY SUCH DAMAGE, LOSS OR EXPENSE. FURTHERMOREIN ADDITION, NOTHING IN THIS AGREEMENT UNDER NO CIRCUMSTANCES SHALL ACI BUILDING SYSTEMS, LLC BE CONSTRUED LIABLE FOR ANY DAMAGES, LOSSES OR EXPENSES WHATSOEVER AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS RESULT OF ANY THIRD OTHER PARTY. MPP AND PFIZER ('S MATERIALS OR PRODUCTS WHICH CAUSE, IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION WHOLE OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUNDIN PART, PRODUCT DAMAGE, LOSS OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD DETERIORATION TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYROOF SYSTEM.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE HARDWARE, THE LICENSED TECHNOLOGY AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO ANY OTHER MATERIALS, SOFTWARE, DATA AND/OR SERVICES PROVIDED BY PEDIGREE ARE PROVIDED “AS IS” AND “WITH ALL FAULTS,” AND PEDIGREE EXPRESSLY DISCLAIMS ANY AND ALL OTHER PROMISES, REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KINDKIND OR NATURE, EXPRESS WHETHER EXPRESS, IMPLIED OR IMPLIEDSTATUTORY, INCLUDING WITHOUT LIMITATION INCLUDING, BUT NOT LIMITED TO ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY NON-INFRINGEMENT, NON-INTERFERENCE, VALUE OR ACCURACY OF DATA, AS WELL AS ANY WARRANTIES OF MERCHANTABILITY, SYSTEM INTEGRATION, FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO FITNESS FOR USE FOR LIFE SUPPORT OR EMERGENCY SITUATIONS OR THE PATENTS ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR ANY LICENSE GRANTED PATENT. NO WARRANTY IS MADE BY MPP AND PFIZER (IN PEDIGREE ON THE PFIZER-MPP AGREEMENT) HEREUNDERBASIS OF TRADE USAGE, COURSE OF DEALING OR WITH RESPECT TO COURSE OF PERFORMANCE. PEDIGREE DOES NOT WARRANT THAT THE COMPOUND, PRODUCT OR LICENSED PRODUCT, TECHNOLOGY OR ANY OTHER MATTER. FURTHERMOREINFORMATION, NOTHING IN MATERIALS, TECHNOLOGY OR SERVICES PROVIDED UNDER THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE WILL MEET CLIENT’S REQUIREMENTS OR THAT THE MPPOPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED. CLIENT ACKNOWLEDGES THAT PEDIGREE’S OR LICENSEE(S)’S USE OBLIGATIONS UNDER THIS AGREEMENT ARE FOR THE BENEFIT OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYCLIENT ONLY.

Disclaimer. EXCEPT FOR THE WARRANTIES DESCRIBED IN SECTION 12.1 AND 12.2 ABOVE, THE AXIS TECHNOLOGY, INCLUDING ANY THIRD-PARTY SOFTWARE OR OPEN SOURCE SOFTWARE, ARE DELIVERED “AS EXPRESSLY SET FORTH IN THIS AGREEMENT IS” AND THE PFIZER-MPP AGREEMENT“AS AVAILABLE”, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES WITHOUT WARRANTY OF ANY KIND. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE ENTIRE RISK AS TO THE USE, RESULTS AND PERFORMANCE OF THE AXIS TECHNOLOGY AND ANY THIRD-PARTY SOFTWARE OR OPEN SOURCE SOFTWARE IS ASSUMED SOLELY BY YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AXIS, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND THEIR RESPECTIVE LICENSORS (COLLECTIVELY, THE “AXIS PARTIES”), EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON- INFRINGEMENT, OR ANY WARRANTY ARISING OUT OF ANY PROPOSAL, SPECIFICATION OR SAMPLE WITH RESPECT TO THE PATENTS AXIS TECHNOLOGY, INCLUDING ANY THIRD PARTY SOFTWARE OR OPEN SOURCE SOFTWARE, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION OF THE FOREGOING, THE AXIS PARTIES PROVIDE NO WARRANTY OR UNDERTAKING, AND MAKE NO REPRESENTATION OF ANY LICENSE GRANTED BY MPP AND PFIZER (IN KIND THAT THE PFIZER-MPP AGREEMENT) HEREUNDERAXIS TECHNOLOGY, INCLUDING ANY THIRD PARTY SOFTWARE OR OPEN SOURCE SOFTWARE, WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORESOFTWARE, NOTHING IN THIS AGREEMENT SHALL SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE CONSTRUED AS A WARRANTY ERROR FREE OR THAT ANY PATENT ERRORS OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID DEFECTS CAN OR ENFORCEABLE WILL BE CORRECTED OR THAT THE MPP’S AXIS TECHNOLOGY WILL BE FREE FROM CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR LICENSEE(S)’S OTHER SECURITY INTRUSION, AND AXIS DISCLAIMS ANY LIABILITY RELATING THERETO. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY AN AXIS PARTY OR ANY REPRESENTATIVE THEREOF SHALL CREATE A WARRANTY OR IN ANY WAY AFFECT THE SCOPE AND OPERATION OF THIS DISCLAIMER. AXIS SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY AND LIABILITY IN RELATION TO ANY CLAIMS BASED ON ANY ACTS OR OMISSIONS BY AN AXIS PARTNER. THE AXIS TECHNOLOGY IS NOT INTENDED FOR USE RELATED TO THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS, LIFE SUPPORT MACHINES OR OTHER EQUIPMENT IN WHICH THE FAILURE OF THE PATENTSAXIS TECHNOLOGY COULD LEAD TO DEATH, LICENSED KNOW-HOWPERSONAL INJURY, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS SEVERE PHYSICAL OR OTHER INTELLECTUAL PROPERTY RIGHTS ENVIRONMENTAL DAMAGE. THIS DISCLAIMER OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACY.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH OTHERWISE PROVIDED IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER CUSTOMER EXPRESSLY AGREES THAT XXXXXXXXX.XXX SHALL NOT BE LIABLE FOR ANY LOSS (IN THE PFIZER-MPP AGREEMENTHOWEVER OCCURRING, INCLUDING NEGLIGENCE), ARISING FROM OR RELATED TO: (A) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES CUSTOMER’S FAILURE TO PROPERLY ACTIVATE, INTEGRATE OR SECURE CUSTOMER’S MERCHANT ACCOUNT; (B) FRAUDULENT TRANSACTIONS PROCESSED THROUGH CUSTOMER’S PAYMENT GATEWAY ACCOUNT(S); (C) DISRUPTION OF TRANSACTION SERVICES, SYSTEMS, SERVER OR WEBSITE BY ANY KIND, EXPRESS OR IMPLIEDMEANS, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSELIMITATION, WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDERDDOS ATTACKS, OR WITH RESPECT TO THE COMPOUNDSOFTWARE VIRUSES, PRODUCT OR LICENSED PRODUCTTROJAN HORSES, WORMS, TIME BOMBS, OR ANY OTHER MATTERTECHNOLOGY; (D) ACTIONS OR INACTIONS BY ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION, A MERCHANT SERVICE PROVIDER, PAYMENT PROCESSOR OR BANK; OR (E) THE LIMITATION OF THE FUNCTIONING OF ANY TRANSACTION SERVICES OR SOFTWARE, HARDWARE, OR EQUIPMENT ASSOCIATED THEREWITH. FURTHERMORE12.3 THIRD PARTY PRODUCTS AND SERVICES. XXXXXXXXX.XXX MAKES NO REPRESENTATION, NOTHING WARRANTY OR GUARANTEE WHATSOEVER IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT RELATION TO THIRD PARTY PRODUCTS OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)SERVICES. CUSTOMER’S USE OF THIRD PARTY PRODUCTS AND SERVICES IS AT CUSTOMER’S OWN RISK. XXXXXXXXX.XXX ASSUMES NO RESPONSIBILITY AND EXPRESSLY DISCLAIMS ANY LIABILITY FOR CLAIMS OF LOSS AND/OR FRAUD INCURRED RESULTING FROM THE PATENTS, LICENSED KNOW-HOW, COMPOUND, USE OF OR CONCLUSIONS DRAWN FROM ANY THIRD PARTY PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL SERVICE, REGARDLESS OF WHETHER OR NOT INFRINGE ANY PATENT RIGHTS XXXXXXXXX.XXX IS A RESELLER OF OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, REFERRAL AGENT FOR SUCH PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYSERVICE.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH STATED IN THIS AGREEMENT AND NOTHING IN THIS AGREEMENT IS OR SHALL BE CONSTRUED AS (i) A WARRANTY OR REPRESENTATION BY TMRC AS TO THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES VALIDITY OR SCOPE OF ANY KINDLICENSED PATENT RIGHTS; (ii) A WARRANTY OR REPRESENTATION THAT ANYTHING MADE, EXPRESS USED, SOLD OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OTHERWISE DISPOSED OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS OR UNDER ANY LICENSE GRANTED IN THIS AGREEMENT IS OR WILL BE FREE FROM INFRINGEMENT OF PATENTS OR OTHER INTELLECTUAL PROPERTY OF THIRD PARTIES; OR (iii) A REPRESENTATION OR WARRANTY BY MPP AND PFIZER (IN TMRC OF THE PFIZERACCURACY, SAFETY OR USEFULNESS FOR ANY PURPOSE OF ANY TMRC KNOW-MPP AGREEMENT) HEREUNDERHOW AT ANY TIME MADE AVAILABLE BY TMRC. TMRC SHALL HAVE NO LIABILITY WHATSOEVER TO SYROS OR ANY OTHER PERSON FOR OR ON ACCOUNT OF ANY INJURY, LOSS OR DAMAGE, OF ANY KIND OR NATURE, SUSTAINED BY, OR WITH RESPECT TO THE COMPOUND, PRODUCT ANY DAMAGE ASSERTED OR LICENSED PRODUCTASSERTED AGAINST, OR ANY OTHER MATTER. FURTHERMORELIABILITY INCURRED BY OR IMPOSED ON SYROS OR ANY OTHER PERSON, NOTHING ARISING OUT OF IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT CONNECTION WITH OR RESULTING FROM (A) THE PRODUCTION, USE OR SALE OF ANY PATENT PRODUCT BY SYROS, OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE PRACTICE OF THE PATENTS, LICENSED PATENT RIGHTS BY SYROS; OR (B) THE USE BY SYROS OF ANY TMRC KNOW-HOW, COMPOUNDAND SYROS SHALL HOLD TMRC, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS ITS OFFICERS, EMPLOYEES OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (AGENTS, HARMLESS IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUNDEVENT TMRC, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTYOFFICERS, EXPRESS EMPLOYEES OR IMPLIEDAGENTS, WITH REGARD IS HELD LIABLE THEREFOR, EXCEPT TO THE SAFETY EXTENT RESULTING FROM A BREACH BY TMRC OF ITS REPRESENTATIONS, WARRANTIES OR EFFICACY OBLIGATIONS HEREUNDER OR THE NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COMPOUNDTMRC OR ITS OFFICERS, PRODUCT EMPLOYEES OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYAGENTS.

Disclaimer. EXCEPT AS EXPRESSLY SPECIFICALLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP FROM AND PFIZER (AFTER THE DELIVERY BY SUBLESSOR AND ACCEPTANCE BY SUBLESSEE, THE AIRCRAFT DELIVERED HEREUNDER IS SUBLEASED TO SUBLESSEE IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS “AS IS, WHERE IS” CONDITION, AND EXTENDS NO WARRANTIES OF SUBLESSEE HEREBY WAIVES, RELEASES AND RENOUNCES ANY KINDAND ALL WARRANTIES, OBLIGATIONS AND LIABILITIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION DIRECT OR INDIRECT, OF SUBLESSOR, ITS SUCCESSORS AND ASSIGNS AND ALL OTHER INDEMNITEES, AND ANY AND ALL RIGHTS, CLAIMS, AND REMEDIES, EXPRESS OR IMPLIED, DIRECT OR INDIRECT, OF SUBLESSEE AGAINST SUBLESSOR, ITS SUCCESSORS AND ASSIGNS AND ALL OTHER INDEMNITEES, ARISING BY LAW OR OTHERWISE (EXCEPT AS SET FORTH IN THIS AGREEMENT) WITH RESPECT TO THE AIRCRAFT OR ANY PARTS OR THE USE OR OPERATION OF THE AIRCRAFT OR ANY PARTS OR ANY NONCONFORMANCE OR DEFECT THEREIN, INCLUDING: (a) ANY WARRANTY AS TO THE CONDITION OF THE AIRCRAFT; (b) ANY IMPLIED WARRANTIES WARRANTY OF MERCHANTABILITY OR FITNESS FOR A ANY PARTICULAR PURPOSE; (c) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, WITH RESPECT TO COURSE OF DEALING OR USAGE OF TRADE; (d) ANY LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE PATENTS STRICT LIABILITY OR ANY LICENSE GRANTED BY MPP THE ACTUAL OR IMPUTED NEGLIGENCE OF SUBLESSOR AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDER, ITS RESPECTIVE SUCCESSORS OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, ASSIGNS OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT INDEMNITEE; AND (e) ANY PATENT STATUTORY OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID WARRANTY, CONDITION, DESCRIPTION OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTYREPRESENTATION, EXPRESS OR IMPLIED, WITH REGARD AS TO THE SAFETY STATE, QUALITY, VALUE, CONDITION, DESIGN, OPERATION OR EFFICACY FITNESS OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYAIRCRAFT.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS CLIENT AGREEMENT OR IN THE APPLICABLE TERMS AND THE PFIZER-MPP CONDITIONS, ANY DELIVERABLE, PRODUCT, (E.G., HARDWARE, HOSTED SERVICES AND LOCAL SOFTWARE) AND ANY OTHER ITEMS PROVIDED UNDER THIS CLIENT AGREEMENT ARE PROVIDED “AS IS” AND ANY HOSTED SERVICE PROVIDED UNDER THIS CLIENT AGREEMENT IS PROVIDED “AS AVAILABLE.” EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS CLIENT AGREEMENT, MPP UPS CUSTOMER SOLUTIONS AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES ITS THIRD PARTY LICENSORS MAKE NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KINDWARRANTY, REPRESENTATION, GUARANTEE, CONDITION, UNDERTAKING, OR TERM, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS STATUTORY OR IMPLIED WARRANTIES OTHERWISE, AS TO THE CONDITION, QUALITY, DURABILITY, PERFORMANCE, TITLE, NON-INFRINGEMENT OF MERCHANTABILITY OR THIRD PARTY RIGHTS, MERCHANTABILITY, QUIET ENJOYMENT, FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDERACCURACY, COMPLETENESS, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTSDELIVERABLES, LICENSED KNOW-HOWSERVICES, COMPOUNDPRODUCTS (E.G., PRODUCT HARDWARE, HOSTED SERVICES AND LOCAL SOFTWARE) AND ANY OTHER ITEMS PROVIDED UNDER THIS CLIENT AGREEMENT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER TO THE CONTINUOUS, UNINTERRUPTED, OR SECURE ACCESS TO ANY HOSTED SERVICE, AND ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS, AND TERMS ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW, AS ARE ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE. THE HOSTED SERVICES PROVIDE FUNCTIONALITY THAT UTILIZES THE INTERNET WHICH IS NOT UNDER THE CONTROL OF UPS CUSTOMER SOLUTIONS OR ITS THIRD PARTY LICENSORS OR AFFILIATES. ACCORDINGLY, UPS CUSTOMER SOLUTIONS AND ITS THIRD PARTY LICENSORS WILL NOT INFRINGE BE HELD RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY PATENT RIGHTS LOSS OR DAMAGE CAUSED OR ALLEGED TO HAVE BEEN CAUSED BY CLIENT’S INABILITY TO ACCESS THE INTERNET. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS CLIENT AGREEMENT, NO WARRANTY IS MADE BY UPS CUSTOMER SOLUTIONS AND ITS THIRD PARTY LICENSORS THAT DEFECTS IN ANY OF THE DELIVERABLES, SERVICES, PRODUCTS (E.G., HARDWARE, HOSTED SERVICES AND LOCAL SOFTWARE) AND ANY OTHER INTELLECTUAL PROPERTY RIGHTS ITEMS PROVIDED UNDER THIS CLIENT AGREEMENT WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY UPS CUSTOMER SOLUTIONS OR ANY UPS CUSTOMER SOLUTIONS REPRESENTATIVE WILL CREATE A WARRANTY. UPS CUSTOMER SOLUTIONS IS NOT RESPONSIBLE FOR CLIENT MISUSE OR ABUSE OF ANY THIRD PARTYDELIVERABLES, SERVICES OR PRODUCTS OR THE COMBINATION OF DELIVERABLES, SERVICES OR PRODUCTS WITH ANY PRODUCTS OR SERVICES NOT APPROVED IN WRITING BY UPS CUSTOMER SOLUTIONS. MPP AND PFIZER In the event that any Hardware, Local Software, Hosted Service or any component thereof fails to perform materially in accordance with the applicable Documentation, the failure is promptly reported to UPS Customer Solutions, and UPS Customer Solutions can reproduce the failure, UPS Customer Solutions will use reasonable efforts to correct such failure without additional charge to Client, in accordance with the maintenance obligations of the applicable Documentation. UPS Customer Solutions may request certain information (IN THE PFIZER-MPP AGREEMENTdata, screen shots, etc.) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATESto properly validate and reproduce the error or malfunction. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYThe foregoing will be Client’s sole and exclusive remedy for any such failure.

Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR EXTENDS ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED (AND EACH PARTY HEREBY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES NOT EXPRESSLY PROVIDED IN THIS AGREEMENT), INCLUDING WITH RESPECT TO ANY PATENTS OR KNOW-HOW, INCLUDING WARRANTIES OF VALIDITY OR ENFORCEABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, PERFORMANCE AND NON-INFRINGEMENT OF ANY THIRD PARTY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHT. WITHOUT LIMITING THE FOREGOING, THE PARTIES AGREE THAT THE MILESTONE EVENTS AND NET SALES LEVELS SET FORTH IN THIS AGREEMENT OR THAT HAVE OTHERWISE BEEN DISCUSSED BY THE PARTIES ARE MERELY INTENDED TO DEFINE THE MILESTONE PAYMENTS AND THE PFIZER-MPP AGREEMENTROYALTY OBLIGATIONS IF SUCH MILESTONE EVENTS OR NET SALES LEVELS ARE ACHIEVED. NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THAT IT WILL BE ABLE TO SUCCESSFULLY ADVANCE ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, DEGRADER PRODUCT OR DEVELOP, ACHIEVE REGULATORY APPROVAL FOR, MANUFACTURE OR COMMERCIALIZE ANY LICENSED PRODUCTPRODUCT OR, OR ANY OTHER MATTER. FURTHERMOREIF COMMERCIALIZED, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT PARTICULAR SALES LEVEL OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE PROFIT OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR SUCH LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYACHIEVED.

Disclaimer. THE LEASED PROPERTY IS LEASED (AND THE INVENTORY AND EQUIPMENT ARE TRANSFERRED), AND IF THE OPTION IS EXERCISED THE LEASED PROPERTY WILL BE TRANSFERRED, TO LESSEE ON AN "AS-IS, WHERE-IS" BASIS WITHOUT ANY IMPLIED OR EXPLICIT REPRESENTATIONS OR WARRANTIES EXCEPT AS EXPRESSLY SET FORTH EXPLICITLY PROVIDED IN THIS AGREEMENT LEASE OR THE RELATED AGREEMENTS. LESSEE HEREBY ACKNOWLEDGES THAT IT HAS INDEPENDENTLY EVALUATED AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, CONDUCTED ENVIRONMENTAL DUE DILIGENCE SATISFACTORY TO LESSEE WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP ASSETS AND PFIZER (HAS BEEN REPRESENTED BY, AND HAD THE ASSISTANCE OF, COUNSEL IN THE PFIZER-MPP AGREEMENT) HEREUNDERCONDUCT OF SUCH DUE DILIGENCE, OR WITH RESPECT THE PREPARATION AND NEGOTIATION OF THIS LEASE AND THE RELATED AGREEMENTS, AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY. FURTHER, LESSOR HAS MADE AVAILABLE TO LESSEE AND ITS REPRESENTATIVES CERTAIN INFORMATION, BOOKS, RECORDS, DOCUMENTS, REPORTS AND ASSOCIATED DATA RELATING TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTERASSETS. FURTHERMORE, NOTHING EXCEPT AS EXPLICITLY PROVIDED IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY LEASE OR THE RELATED AGREEMENTS, IT IS UNDERSTOOD AND AGREED BY THE PARTIES THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, HAS BEEN MADE BY LESSOR, ANY AFFILIATE OF LESSOR OR ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, REPRESENTATIVE, INVESTMENT BANKER, COUNSEL, CONSULTANT OR ADVISOR OF LESSOR OR ANY AFFILIATE OF LESSOR REGARDING THE ACCURACY OR COMPLETENESS OF ANY SUCH INFORMATION, BOOKS, RECORDS, DOCUMENTS, REPORTS AND ASSOCIATED DATA, AND THAT NEITHER LESSOR, ITS AFFILIATES NOR SUCH OTHER PERSONS WILL HAVE OR BE SUBJECT TO ANY LIABILITY TO LESSEE OR ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO LESSEE OR LESSEE'S USE OF ANY SUCH INFORMATION, DOCUMENTS, STATEMENTS, REPORTS OR RECORDS. ALL STATEMENTS OF FACT OR DISCLOSURES, IF ANY, MADE IN THIS LEASE OR THE RELATED AGREEMENTS OR IN CONNECTION WITH REGARD TO THIS LEASE OR THE SAFETY RELATED AGREEMENTS ARE FOR INFORMATIONAL PURPOSES ONLY AND SUCH STATEMENTS DO NOT CONSTITUTE WARRANTIES OR EFFICACY REPRESENTATIONS OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYANY NATURE.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND STATED HEREIN, THE PFIZER-MPP AGREEMENTABOVE WARRANTY PROVISIONS DO OWNER’S NAME TITLE NOT COVER COATINGS, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES PRODUCTS, ACCESSORIES, PARTS OR ATTACHMENTS THAT ARE NOT MANUFACTURED BY MANUFACTURER. EXCEPT AS OTHERWISE EXPRESSLY STATED, THERE IS NO REPRESENTATIONS AND EXTENDS NO WARRANTIES WARRANTY, REPRESENTATION OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP KIND AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD IS HEREBY EXCLUDED AND DISCLAIMED INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. NOTWITHSTANDING ANYTHING ELSE CONTAINED HEREIN TO THE SAFETY CONTRARY, IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT MANUFACTURER’S LIABILITY AND PURCHASER’S SOLE REMEDY, WHETHER IN CONTRACT, UNDER ANY WARRANTY, IN TORT (INCLUDING NEGLIGENCE), IN STRICT LIABILITY OR EFFICACY OTHERWISE SHALL NOT EXCEED THE AMOUNT SET FORTH IN THE MANUFACTURER LIABILITY SECTION ABOVE. UNDER NO CIRCUMSTANCES SHALL MANUFACTURER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, LIQUIDATED OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PROPERTY DAMAGE, DAMAGE TO OR LOSS OF THE COMPOUNDEQUIPMENT, PRODUCT LOST PROFITS OR LICENSED PRODUCT REVENUE, LABOR COSTS AND IT SHALL EXPENSES, COSTS OF RENTING REPLACEMENTS AND OTHER ADDITIONAL EXPENSES, EVEN IF MANUFACTURER WILL NOT BE LIABLE FOR ANY DAMAGES, LOSSES OR EXPENSES AS A RESULT OF PURCHASER’S (OR ANY OTHER PARTY’S) NEGLIGENCE, WHETHER DEEMED ACTIVE OR PASSIVE AND WHETHER OR NOT ANY SUCH NEGLIGENCE IS THE SOLE RESPONSIBILITY OR PARTIAL CAUSE OF LICENSEE ANY SUCH DAMAGE, LOSS OR EXPENSE. IN ADDITION, UNDER NO CIRCUMSTANCES SHALL MANUFACTURER BE LIABLE FOR ANY DAMAGES, LOSSES OR EXPENSES WHATSOEVER AS A RESULT OF ANY OTHER PARTY’S MATERIALS OR PRODUCTS WHICH CAUSE OR ALLEGEDLY CAUSE, IN WHOLE OR IN PART, DAMAGE, SIGNATURE DATE Roofing Contractor LOSS OR DETERIORATION TO ENSURE SUCH SAFETY THE ROOF SYSTEM. FORCE MAJEURE: UNDER NO CIRCUMSTANCES SHALL MANUFACTURER BE LIABLE IN ANY WAY TO THE BUILDING OWNER OR EFFICACY.ANY OTHER PARTY FOR DELAYS, FAILURE IN PERFORMANCE, OR LOSS OR DAMAGE DUE TO FORCE MAJEURE CONDITIONS INCLUDING, WITHOUT LIMITATION: FIRE; LIGHTNING STRIKE; EMBARGO; EXPLOSION; POWER SURGE OR FAILURE; ACTS OF GOD; WAR; LABOR OR EMPLOYMENT DISPUTES; CIVIL DISTURBANCES; ROOFING CONTRACTOR’S NAME ACTS OF CIVIL OR MILITARY AUTHORITY; INABILITY TO SECURE MATERIALS, FUEL, PRODUCTS OR TRANSPORTATION FACILITIES; ACTS OR OMISSIONS OF SUPPLIERS, OR ANY OTHER CAUSES BEYOND ITS REASONABLE CONTROL, WHETHER OR NOT SIMILAR TO THE FOREGOING. This Agreement contains the entire agreement of the parties with respect to the subject matter hereof. The laws of the State of Arkansas shall govern the construction, interpretation, and performance of this Agreement. In the event that any provision of these terms and conditions shall be deemed illegal, unenforceable, or null and void, all remaining provisions shall remain in effect. SIGNATURE DATE Manufacturer - Central States Manufacturing, Inc. NAME TITLE SIGNATURE DATE WARRANTY ACTIVATION In order to segregate and maintain for the extended period of time covered by the warranty, the records and lot samples necessary to enable Manufacturer to trace the various components manufactured for any defects alleged, Manufacturer requires that the Owner, within 90 days from the date the warranty is signed by Manufacturer, must indicate the desire to be covered hereunder, and activate it by a dated execution in the space provided herein and by mailing such executed copy to Manufacturer via registered or certified mail, return receipt requested. It is a condition precedent to the filing of a claim under this Warranty that Owner prove compliance with this requirement. Mail executed copy of warranty to: Central States Manufacturing Warranty Department; 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xx. 00000. BUILDING OWNER DATE OF SUBSTANTIAL COMPLETION PROJECT NAME & LOCATION

Disclaimer. EXCEPT THE COMPANY ASSETS BEING TRANSFERRED TO BUYER ARE BEING ACCEPTED BY BUYER IN THEIR “AS EXPRESSLY SET FORTH IN THIS AGREEMENT IS, WHERE IS” CONDITION AND STATE OF REPAIR, AND WITH ALL FAULTS AND DEFECTS, WITHOUT, SUBJECT TO THE PFIZER-MPP AGREEMENTEXCEPTION BELOW, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO ANY REPRESENTATION, WARRANTY OR COVENANT OF ANY KIND OR NATURE, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF ANY KINDMARKETABILITY, EXPRESS OR IMPLIEDQUALITY, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF CONDITION, CONFORMITY TO SAMPLES, MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO ALL OF WHICH ARE EXPRESSLY DISCLAIMED BY SELLERS AND WAIVED BY BUYER, EXCEPT FOR THE PATENTS OR ANY LICENSE GRANTED BY MPP REPRESENTATIONS AND PFIZER (WARRANTIES OF SELLERS SET FORTH IN THIS AGREEMENT. BUYER RECOGNIZES THAT THE COMPANY ASSETS HAVE BEEN USED FOR OIL AND GAS DRILLING, COMPLETING, FRACTURING, PRODUCTION, GATHERING, PIPELINE, TRANSPORTATION, STORAGE AND RELATED OPERATIONS. PHYSICAL CHANGES IN THE PFIZER-MPP AGREEMENT) HEREUNDERCOMPANY ASSETS AND IN THE LANDS INCLUDED THEREIN MAY HAVE OCCURRED AS A RESULT OF SUCH USES. THE COMPANY ASSETS ALSO MAY INCLUDE BURIED PIPELINES AND OTHER EQUIPMENT, THE LOCATIONS OF WHICH MAY NOT BE KNOWN BY SELLERS OR WITH RESPECT READILY APPARENT BY A PHYSICAL INSPECTION OF THE COMPANY ASSETS. IT IS UNDERSTOOD AND AGREED THAT BUYER SHALL HAVE INSPECTED PRIOR TO THE COMPOUND, PRODUCT CLOSING (OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS DEEMED TO HAVE WAIVED ITS RIGHT TO INSPECT) THE LEASES, EQUIPMENT, PIPELINES AND THE ASSOCIATED PREMISES INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR COMPANY ASSETS AND SATISFIED ITSELF AS TO THEIR PHYSICAL AND ENVIRONMENTAL CONDITION, BOTH SURFACE AND SUBSURFACE, AND THAT THE MPP’S OR LICENSEE(S)’S USE BUYER SHALL ACCEPT ALL OF THE PATENTSSAME IN THEIR “AS IS, LICENSED KNOWWHERE IS” CONDITION AND STATE OF REPAIR, AND WITH ALL FAULTS AND DEFECTS, INCLUDING, BUT NOT LIMITED TO, THE PRESENCE OF NORM AND MAN-HOWMADE MATERIAL FIBERS, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD SUBJECT TO THE SAFETY OR EFFICACY REPRESENTATIONS AND WARRANTIES OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYSELLERS SET FORTH IN THIS AGREEMENT.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) NEITHER PARTY MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KINDWARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, AND EACH PARTY EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY OR MERCHANTABILITY, NONINFRINGEMENT, NONINTERFERENCE WITH ENJOYMENT, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR PERFORMANCE. INTROHIVE AND ITS SUPPLIERS, LICENSORS, AND PARTNERS DO NOT WARRANT THAT THE FUNCTIONALITY PROVIDED BY THE INTROHIVE PLATFORM OR INTROHIVE SOFTWARE WILL BE CORRECT, CONSISTENTLY AVAILABLE, UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS WILL BE CORRECTED. INTROHIVE DOES NOT WARRANT THE RESULTS OF USE OF THE INTROHIVE PLATFORM OR INTROHIVE SOFTWARE, OR WARRANT THAT THE INTROHIVE PLATFORM OR INTROHIVE SOFTWARE WILL MEET CUSTOMER’S NEEDS. THE INTROHIVE SOFTWARE AND INTROHIVE PLATFORM ARE PROVIDED “AS-IS” AND WITH ALL FAULTS, AND THE ENTIRE RISK AS TO THE SATISFACTORY ACCURACY, QUALITY AND PERFORMANCE THEREOF IS WITH CUSTOMER. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE INTERNET IS A PUBLIC NETWORK OVER WHICH INTROHIVE EXERTS NO CONTROL. INTROHIVE MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, AND SHALL HAVE NO LIABILITY WHATSOEVER, WITH RESPECT TO THE PATENTS DEPENDABILITY, PRIVACY, SECURITY, AUTHENTICITY OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN COMPLETENESS OF DATA TRANSMITTED OVER THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCTINTERNET, OR ANY OTHER MATTER. FURTHERMOREINTRUSION, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT VIRUS, DISRUPTION, LOSS OR CORRUPTION OF DATA, OR OTHER PROPRIETARY RIGHTS INCLUDED IN ERROR OR EVENT CAUSED OR PERMITTED BY OR INTRODUCED THROUGH THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTSINTERNET, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS INCLUDING THE TRANSMISSION OF ANY THIRD PARTY. MPP AND PFIZER (IN CONTACTS THROUGH THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOWINTERNET-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYCONNECTED MOBILE DEVICES.

Disclaimer. EXCEPT AS EXPRESSLY AND TO THE EXTENT SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENTARTICLE 4, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENTa) SELLER MAKES NO REPRESENTATIONS REPRESENTATION OR WARRANTY WHATSOEVER TO BUYER AND EXTENDS NO WARRANTIES HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY OTHER REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO BUYER OR ITS REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER OR ITS REPRESENTATIVES BY ANY REPRESENTATIVE OF SELLER OR ANY KINDSELLER AFFILIATE), EXPRESS (b) SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES ANY REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE, RELATING TO THE CONDITION OF THE ASSETS OF ANY COMPANY GROUP MEMBER (INCLUDING WITHOUT LIMITATION ANY EXPRESS IMPLIED OR IMPLIED WARRANTIES EXPRESSED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT OR OF CONFORMITY TO THE PATENTS MODELS OR ANY LICENSE GRANTED BY MPP SAMPLES OF MATERIALS), AND PFIZER (IN THE PFIZER-MPP AGREEMENTc) HEREUNDER, BUYER SPECIFICALLY DISCLAIMS THAT IT IS RELYING UPON OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR HAS RELIED UPON ANY OTHER MATTER. FURTHERMOREREPRESENTATIONS OR WARRANTIES THAT MAY HAVE BEEN MADE BY ANY PERSON, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY AND ACKNOWLEDGES AND AGREES THAT SELLER HAS SPECIFICALLY DISCLAIMED AND DOES SPECIFICALLY DISCLAIM ANY PATENT OR SUCH OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUNDMADE BY ANY PERSON, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (IN EACH CASE OTHER THAN THE PATENTS THOSE REPRESENTATIONS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (WARRANTIES SET FORTH IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYARTICLE 4.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) NEITHER PARTY MAKES NO ANY REPRESENTATIONS AND EXTENDS NO OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, PURPOSE WITH RESPECT TO ANY LICENSED COMPOUNDS, LICENSED PRODUCTS, TRANSFERRED MATERIALS, THE PATENTS BMS PATENT RIGHTS OR BMS KNOW-HOW OR ANY RIGHT OR LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) BMS HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, AND NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY BY BMS THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS BMS PATENT RIGHTS ARE VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTSBMS PATENT RIGHTS, LICENSED BMS KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS HOW AND TRANSFERRED MATERIALS CONTEMPLATED HEREUNDER WILL DOES NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP NOTWITHSTANDING ANY TO THE CONTRARY IN THIS AGREEMENT, COMPANY ACKNOWLEDGES AND PFIZER (AGREES THAT THE REPRESENTATIONS AND WARRANTIES IN THIS ARTICLE 9 ARE NOT MADE WITH RESPECT TO THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY BMS PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY LISTED IN APPENDIX 1B AND THAT SUCH BMS PATENT RIGHTS (OTHER THAN LISTED IN APPENDIX IB ARE BEING LICENSED TO COMPANY ON AN AS-IS BASIS. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE PATENTS COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND LICENSED KNOW-HOWEXCHANGE COMMISSION. ***Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(B)(4) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACY.and 230.406

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) BMS MAKES NO REPRESENTATIONS AND EXTENDS NO OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, PURPOSE WITH RESPECT TO THE PATENTS BMS PATENT RIGHTS OR BMS KNOW-HOW OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) BMS HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT ANY COMPOUNDS OR LICENSED PRODUCT, OR ANY OTHER MATTERPRODUCTS. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS BMS PATENT RIGHTS ARE VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED BMS PATENT RIGHTS AND BMS KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS HOW CONTEMPLATED HEREUNDER WILL DOES NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (EXCEPT AS EXPRESSLY SET FORTH IN THE PFIZER-MPP THIS AGREEMENT) ALSO MAKE , ELIXIR MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER * Confidential Treatment Requested EXPRESS OR IMPLIED, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY RIGHTS LICENSED TO BMS, OR WITH RESPECT TO ANY ELIXIR CONFIDENTIAL INFORMATION. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S ANY PATENT OR OTHER PROPRIETARY RIGHTS LICENSED TO BMS ARE VALID OR ENFORCEABLE OR THAT BMS’ USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL ANY SUCH RIGHTS CONTEMPLATED HEREUNDER DOES NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYTHIRD PARTY.

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Disclaimer. PURCHASER ACKNOWLEDGES THAT (A) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP ARTICLE V OR IN ANY ANCILLARY AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR NEITHER SELLER NOR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT PERSON HAS MADE ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD AS TO ABSTRAL, THE SAFETY ACQUIRED ASSETS OR EFFICACY THE ASSUMED LIABILITIES, THE MANUFACTURE, DISTRIBUTION, MARKETING OR SALE OF ABSTRAL BY SELLER AND ITS AFFILIATES, ANY OTHER ASPECT OF THE COMPOUNDRESPECTIVE BUSINESSES OF SELLER OR ITS AFFILIATES OR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING ABSTRAL, PRODUCT THE ACQUIRED ASSETS OR LICENSED PRODUCT THE ASSUMED LIABILITIES FURNISHED OR MADE AVAILABLE TO PURCHASER AND IT ITS REPRESENTATIVES, AND (B) PURCHASER HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY FROM SELLER OR ANY OTHER PERSON WITH RESPECT TO ABSTRAL, THE ACQUIRED ASSETS OR THE ASSUMED LIABILITIES, ANY OTHER ASPECT OF THE RESPECTIVE BUSINESSES OF SELLER OR ITS AFFILIATES OR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING ABSTRAL, THE ACQUIRED ASSETS OR THE ASSUMED LIABILITIES FURNISHED OR MADE AVAILABLE TO PURCHASER AND ITS REPRESENTATIVES IN DETERMINING TO ENTER INTO THIS AGREEMENT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE V AND IN THE ANCILLARY AGREEMENT, AND PURCHASER ACKNOWLEDGES THAT NONE OF SELLER OR ANY OTHER PERSON SHALL HAVE OR BE SUBJECT TO ANY LIABILITY TO PURCHASER OR ANY OTHER PERSON RESULTING FROM THE SOLE RESPONSIBILITY DISTRIBUTION TO PURCHASER, OR PURCHASER’S USE OF, ANY SUCH INFORMATION, OR OF LICENSEE ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE TO ENSURE SUCH SAFETY PURCHASER AND ITS REPRESENTATIVES IN CERTAIN VIRTUAL OR EFFICACYPHYSICAL “DATA ROOMS”, VISITS TO PHYSICAL PREMISES INCLUDING THOSE OF THIRD PARTY MANUFACTURERS, OR IN ANY OTHER FORM IN EXPECTATION OF THE TRANSACTIONS CONTEMPLATED HEREBY. PURCHASER ACKNOWLEDGES THAT, SHOULD THE CLOSING OCCUR, EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT OR IN ANY OTHER ANCILLARY AGREEMENT, PURCHASER SHALL ACQUIRE THE ACQUIRED ASSETS WITHOUT ANY REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS.

Disclaimer. THE XTIME INTERFACE AND THE PROVIDER INTEGRATION ARE INTENDED ONLY TO FACILITATE THE MANAGEMENT AND OPERATION OF CERTAIN ASPECTS OF PROVIDER’S (OR MUTUAL DEALER CLIENTS’) BUSINESS AT THE APPLICABLE LOCATIONS. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT AND STATED HEREIN, NEITHER XTIME NOR ANY OF ITS AFFILIATES MAKE ANY REPRESENTATION OR WARRANTY TO PROVIDER OR ANY OTHER PERSON WITH RESPECT TO THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN XTIME INTERFACE OR THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KINDPROVIDER INTEGRATION, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES REPRESENTATION OR WARRANTY OF SUITABILITY, LEGALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS NON- INFRINGEMENT OR ANY LICENSE GRANTED BY MPP AND PFIZER OTHER REPRESENTATION OR WARRANTY OF ANY TYPE OR NATURE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (IN I) XTIME WILL HAVE NO DUTY TO VERIFY THE PFIZER-MPP AGREEMENT) HEREUNDERCONTENT OR ACCURACY OF, OR WITH RESPECT TO ANALYZE IN ANY MANNER, THE COMPOUND, PRODUCT DATA; (II) XTIME SPECIFICALLY DISCLAIMS ANY AND ALL LIABILITY TO PROVIDER RESULTING FROM OR LICENSED PRODUCTRELATING TO ANY ACTIONS BY A MUTUAL DEALER CLIENT, OR ANY OTHER MATTER. FURTHERMOREBREACH BY A MUTUAL DEALER CLIENT OF ANY APPLICABLE MUTUAL DEALER CLIENT AGREEMENT; AND (III) XTIME MAKES NO REPRESENTATION, NOTHING WARRANTY OR COMMITMENT THAT THE XTIME INTERFACE OR THE PROVIDER INTEGRATION WILL OPERATE ERROR- FREE, WITHOUT INTERRUPTION OR IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ACCORDANCE WITH ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE SPECIFICATIONS, OR THAT THE MPP’S XTIME INTERFACE OR LICENSEE(S)’S USE THE PROVIDER INTEGRATION IS SUITABLE FOR ANY SPECIFIC PURPOSE, INCLUDING ANY ADVICE REGARDING THE VALUE, COSTS, PROFIT TARGETS, QUALITY OR SUITABILITY OF ANY PARTICULAR TRANSACTION, SALES STRATEGY OR OTHER BUSINESS PRACTICE. ANY RELIANCE BY PROVIDER UPON ANY DATA OR THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER XTIME INTERFACE WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYDIMINISH THIS DISCLAIMER.

Disclaimer. EXCEPT PURCHASER ACKNOWLEDGES AND AGREES THAT SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE SPECIAL WARRANTY OF TITLE AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (OUT IN THE PFIZER-MPP DEED, AS DEFINED BELOW OR PURSUANT TO THE TERMS OF THIS AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES ), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KINDKIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, INCLUDING ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE PROPERTY, (C) THE SUITABILITY OF THE PROPERTY FOR ANY EXPRESS AND ALL ACTIVITIES AND USES WHICH PURCHASER OR IMPLIED WARRANTIES ANY TENANT MAY CONDUCT THEREON, (D) THE COMPLIANCE OF MERCHANTABILITY OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSEPURPOSE OF THE PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, OR (H) COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW) OR (I) ANY OTHER MATTER WITH RESPECT TO THE PATENTS PROPERTY. ADDITIONALLY, NO PERSON ACTING ON BEHALF OF SELLER IS AUTHORIZED TO MAKE, AND BY EXECUTION HEREOF OF PURCHASER ACKNOWLEDGES THAT NO PERSON HAS MADE, ANY REPRESENTATION, AGREEMENT, STATEMENT, WARRANTY, GUARANTY OR PROMISE REGARDING THE PROPERTY OR THE TRANSACTION CONTEMPLATED HEREIN OTHER THAN AS SET FORTH HEREIN; AND NO SUCH REPRESENTATION, WARRANTY, AGREEMENT, GUARANTY, STATEMENT OR PROMISE IF ANY, MADE BY ANY LICENSE GRANTED PERSON ACTING ON BEHALF OF SELLER SHALL BE VALID OR BINDING UPON SELLER UNLESS EXPRESSLY SET FORTH HEREIN. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY MPP SELLER, EXCEPT AS OTHERWISE SET FORTH HEREIN, AND PFIZER AGREES TO ACCEPT THE PROPERTY AT THE CLOSING AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER (IN INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE PFIZER-MPP AGREEMENT) HEREUNDER, PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE PROPERTY. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE COMPOUNDPROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT SELLER HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY, PRODUCT TRUTHFULNESS OR LICENSED PRODUCTCOMPLETENESS, EXCEPT AS OTHERWISE SET FORTH HEREIN, OF SUCH INFORMATION. SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENT, REPRESENTATION OR INFORMATION PERTAINING TO THE PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY OTHER MATTER. FURTHERMOREREAL ESTATE BROKER, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT CONTRACTOR, AGENT, EMPLOYEE, SERVANT OR OTHER PROPRIETARY RIGHTS INCLUDED IN PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE PATENTS MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS VALID OR ENFORCEABLE OR MADE ON AN "AS IS" CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE MPP’S OR LICENSEE(S)’S USE PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT ALL OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP IS SOLD BY SELLER AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD PURCHASED BY PURCHASER SUBJECT TO THE SAFETY FOREGOING. THE PROVISIONS OF THIS SECTION 5 SHALL SURVIVE THE CLOSING OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYANY TERMINATION HEREOF.

Disclaimer. EXCEPT AS NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR OTHERWISE: (a) THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY EXPRESSLY SET FORTH IN ARTICLE IV HEREOF AND IN THE CERTIFICATES DELIVERED PURSUANT TO SECTION 9.02(a), ARE AND SHALL CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES TO PARENT AND MERGER SUBSIDIARY IN CONNECTION WITH THIS AGREEMENT AND THE PFIZERTRANSACTIONS CONTEMPLATED HEREBY, AND (b) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES REFERRED TO IN CLAUSE (a) ABOVE, NEITHER THE COMPANY, ITS SUBSIDIARIES NOR ANY NON-MPP AGREEMENTRECOURSE PARTY HAS MADE OR IS MAKING ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, MPP STATUTORY OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE BUSINESS OR THE ASSETS OF THE COMPANY AND PFIZER (ITS SUBSIDIARIES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR OTHERWISE, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE IV HEREOF AND IN THE PFIZER-MPP AGREEMENT) MAKES NO CERTIFICATES DELIVERED PURSUANT TO SECTION 9.02(a), ALL OTHER REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KINDWARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, OF ANY NATURE, INCLUDING WITHOUT LIMITATION WITH RESPECT TO ANY EXPRESS OR IMPLIED WARRANTIES REPRESENTATION OR WARRANTY AS TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE BUSINESS OR THE ASSETS OF THE COMPANY AND ITS SUBSIDIARIES, ARE HEREBY EXPRESSLY DISCLAIMED. PARENT AND MERGER SUBSIDIARY REPRESENT, WARRANT, COVENANT AND AGREE, ON BEHALF OF THEMSELVES, THEIR RESPECTIVE AFFILIATES AND THE PARENT RELATED PARTIES, THAT IN DETERMINING TO ENTER INTO AND CONSUMMATE THIS AGREEMENT, THE COMMITMENT LETTERS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, THEY ARE NOT RELYING UPON ANY REPRESENTATION OR WARRANTY MADE OR PURPORTEDLY MADE BY OR ON BEHALF OF ANY PERSON, OTHER THAN THOSE EXPRESSLY MADE BY THE COMPANY AS SET FORTH IN ARTICLE IV HEREOF AND IN THE CERTIFICATE DELIVERED PURSUANT TO SECTION 9.02(a), AND THAT PARENT AND MERGER SUBSIDIARY SHALL ACQUIRE THE COMPANY AND ITS SUBSIDIARIES AND THEIR RESPECTIVE ASSETS WITHOUT ANY REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR A ANY PARTICULAR PURPOSE, IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS AND “WITH RESPECT ALL FAULTS” SUBJECT TO THE PATENTS OR ANY LICENSE GRANTED REPRESENTATIONS AND WARRANTIES MADE BY MPP THE COMPANY AS SET FORTH IN ARTICLE IV HEREOF WHICH SHALL NOT SURVIVE THE CLOSING AND PFIZER (IN THE PFIZER-MPP AGREEMENTCERTIFICATE DELIVERED PURSUANT TO SECTION 9.02(a) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION AND WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN BY (AND ONLY BY) THE PATENTS IS VALID OR ENFORCEABLE OR THAT COMPANY WHICH SHALL NOT SURVIVE THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTSCLOSING. Without limiting the generality of the immediately preceding paragraph, LICENSED KNOW-HOWit is understood and agreed by Parent and Merger Subsidiary, COMPOUNDon behalf of themselves, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER their respective Affiliates and Parent Related Parties, that any cost estimate, projection or other prediction, any data, any financial information or any memoranda or offering materials or presentations, including, without limitation, any memoranda and materials provided by the Company, any direct or indirect holder of Company Stock or OpCo Units or any of their respective Representatives, are not and shall not be deemed to be or to include representations or warranties, except to the extent explicitly set forth in Article IV hereof and in the certificates delivered pursuant to Section 9.02(a) as a representation and warranty by (IN THE PFIZER-MPP AGREEMENTand only by) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYthe Company.

Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR ANY WARRANTY AS TO THE VALIDITY OF ANY PATENTS OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF LICENSES GRANTED HEREIN ARE MADE “AS IS, WHERE IS” WITH ALL FAULTS. ANY KINDINFORMATION PROVIDED BY ABBVIE OR ITS AFFILIATES TO LICENSEE IS OR HAS BEEN MADE AVAILABLE ON AN “AS IS” BASIS WITHOUT WARRANTY WITH RESPECT TO COMPLETENESS, EXPRESS COMPLIANCE WITH REGULATORY STANDARDS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY REGULATIONS OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, PURPOSE OR ANY OTHER MATTERKIND OF WARRANTY WHETHER EXPRESS OR IMPLIED. FURTHERMORE, NOTHING IN THIS AGREEMENT NO EVENT SHALL ABBVIE BE CONSTRUED AS A WARRANTY THAT LIABLE FOR ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED LOSSES IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE EXCESS OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT UPFRONT PAYMENT SET FORTH IN SECTION 4.1 FOR ANY BREACH OF ITS REPRESENTATIONS OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE WARRANTIES HEREUNDER. EACH PARTY HEREBY DISCLAIMS ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE THE RESEARCH, DEVELOPMENT, MANUFACTURE OR COMMERCIALIZATION OF THE COMPOUND, PRODUCT ANY LICENSED COMPOUND OR LICENSED PRODUCT PURSUANT TO THIS AGREEMENT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYSUCCESSFUL.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH THE AMOUNTS LVT CHARGES CUSTOMER ARE BASED UPON THE VALUE OF THE SERVICES, SYSTEM AND/OR HARDWARE LVT PROVIDES AND ARE UNRELATED TO THE VALUE OF CUSTOMER'S PROPERTY, ANY PROPERTY OF OTHERS LOCATED IN THIS AGREEMENT AND CUSTOMER'S PREMISES, OR ANY RISK OF LOSS ON CUSTOMER'S PREMISES. OTHER THAN THE PFIZER-MPP AGREEMENTEXPRESS WARRANTIES PROVIDED ON 5.2 HEREIN, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) LVT MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KINDOR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION TO ANY PERSON WITH RESPECT TO THIS AGREEMENT OR THE SERVICES TO BE PROVIDED. CUSTOMER ACKNOWLEDGES AND AGREES THAT LVT HAS NOT MADE, AND CUSTOMER HAS NOT RELIED ON, ANY WARRANTIES, EXPRESS OR IMPLIED WARRANTIES IMPLIED, AS TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT PURPOSE AS REGARDS TO THE PATENTS SERVICES. LVT DOES NOT WARRANT OR REPRESENT THAT (a) THE SERVICES MAY NOT BE COMPROMISED AND/OR CIRCUMVENTED, (b) RETAINING THE SERVICES WILL PREVENT ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZERLOSS, DAMAGE, EXPENSE OR INJURY DUE TO CAUSES INCLUDING BURGLARY, HOLD-MPP AGREEMENT) HEREUNDERUP, ROBBERY, FIRE OR OTHERWISE, OR (c) LVT WILL IN ALL CASES BE ABLE TO PROVIDE THE PROTECTION FOR WHICH THE SERVICES ARE PROVIDED OR INTENDED. THE ALLOCATION OF SUCH RISK REMAINS WITH RESPECT CUSTOMER, NOT LVT. INSURANCE, IF ANY, COVERING SUCH RISK SHALL BE OBTAINED BY CUSTOMER. LVT SHALL HAVE NO LIABILITY FOR LOSS, DAMAGE OR INJURY DUE DIRECTLY OR INDIRECTLY TO THE COMPOUND, PRODUCT OR LICENSED PRODUCTEVENTS, OR ANY THE CONSEQUENCES THEREFROM. CUSTOMER RELEASES AND WAIVES FOR ITSELF AND ITS INSURER ALL SUBROGATION AND OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED RIGHTS TO RECOVER FROM LVT ARISING AS A WARRANTY THAT RESULT OF PAYING ANY PATENT CLAIM FOR LOSS, DAMAGE OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID INJURY OF CUSTOMER OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYANOTHER PERSON.

Disclaimer. EXCEPT AS NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR OTHERWISE: (A) THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY EXPRESSLY SET FORTH IN ARTICLE V AND THE REPRESENTATIONS AND WARRANTIES OF PARENT EXPRESSLY SET FORTH IN ARTICLE VI, AS APPLICABLE, ARE AND SHALL CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES MADE WITH RESPECT TO THE COMPANY AND ITS SUBSIDIARIES AND PARENT AND ITS SUBSIDIARIES, AS APPLICABLE, IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, AND (B) EXCEPT FOR THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES REFERRED TO IN CLAUSE (A) ABOVE, (I) NONE OF THE COMPANY, ITS SUBSIDIARIES, ANY COMPANY RELATED PARTY OR ANY OTHER PERSON HAS MADE OR IS MAKING ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, STATUTORY OR OTHERWISE, OF ANY KINDNATURE, INCLUDING WITH RESPECT TO ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE BUSINESS OR THE ASSETS OF THE COMPANY AND ITS SUBSIDIARIES AND (II) NONE OF PARENT, ITS SUBSIDIARIES, ANY PARENT RELATED PARTY OR ANY OTHER PERSON HAS MADE OR IS MAKING ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, STATUTORY OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE BUSINESS OR THE ASSETS OF PARENT AND ITS SUBSIDIARIES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR OTHERWISE, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE V AND ARTICLE VI, AS APPLICABLE, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, OF ANY NATURE, INCLUDING WITHOUT LIMITATION WITH RESPECT TO ANY EXPRESS OR IMPLIED WARRANTIES REPRESENTATION OR WARRANTY AS TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE BUSINESS OR THE ASSETS OF THE COMPANY AND ITS SUBSIDIARIES OR THE BUSINESS OR THE ASSETS OF PARENT AND ITS SUBSIDIARIES, AS APPLICABLE, ARE HEREBY EXPRESSLY DISCLAIMED. EACH PARTY REPRESENTS, WARRANTS, COVENANTS AND AGREES, ON BEHALF OF THEMSELVES AND THE COMPANY RELATED PARTIES OR THE PARENT RELATED PARTIES, AS THE CASE MAY BE, THAT IN DETERMINING TO ENTER INTO AND CONSUMMATE THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, THEY ARE NOT RELYING UPON, AND HAVE NOT BEEN INDUCED BY, ANY REPRESENTATION OR WARRANTY MADE OR PURPORTEDLY MADE BY OR ON BEHALF OF ANY PERSON, OTHER THAN THOSE EXPRESSLY MADE BY THE COMPANY AS SET FORTH IN ARTICLE V AND PARENT AS SET FORTH IN ARTICLE VI, AS APPLICABLE, AND THAT PARENT AND MERGER SUB SHALL ACQUIRE THE COMPANY AND ITS SUBSIDIARIES AND THEIR RESPECTIVE ASSETS AND THAT THE HOLDERS OF THE SHARES OF COMPANY COMMON STOCK SHALL ACQUIRE SHARES OF PARENT COMMON STOCK WITHOUT ANY REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR A ANY PARTICULAR PURPOSE, IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS AND “WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER ALL FAULTS”. Without limiting the generality of the immediately preceding paragraph, it is understood and agreed by (IN THE PFIZER-MPP AGREEMENTi) HEREUNDERParent and Merger Sub, OR WITH RESPECT TO THE COMPOUNDon behalf of themselves and the Parent Related Parties, PRODUCT OR LICENSED PRODUCTthat any estimate, OR ANY OTHER MATTER. FURTHERMOREprojection forecast, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTSplan, LICENSED KNOW-HOWbudget or other prediction, COMPOUNDany data, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER any financial information or any memoranda or offering materials or presentations, including any memoranda and materials provided by or on behalf of the Company, any of the Subsidiaries of the Company or any Company Related Party, are not and shall not be deemed to be or to include representations or warranties, except to the extent explicitly set forth in Article V hereof as a representation and warranty by (IN THE PFIZER-MPP AGREEMENTand only by) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUNDthe Company and (ii) the Company, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS on behalf of itself and the Company Related Parties, that any estimate, projection forecast, plan, budget or other prediction, any data, any financial information or any memoranda or offering materials or presentations, including any memoranda and materials provided by or on behalf of Parent or any Parent Related Party, are not and shall not be deemed to be or to include representations or warranties, except to the extent explicitly set forth in Article VI hereof as a representation and warranty by (OTHER THAN THE PATENTS AND LICENSED KNOW-HOWand only by) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYParent.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP DocuSign Envelope ID: E389DDA3-3EA0-4C1B-801D-93CD35BC54C2 AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACY.

Disclaimer. EXCEPT RELEASE AS TO TITLE TO OIL & GAS INTERESTS: EACH SELLER SHALL CONVEY ITS INTERESTS IN AND TO THE OIL & GAS INTERESTS TO PURCHASER WITHOUT ANY WARRANTY OF TITLE, EXPRESS OR IMPLIED. EACH SELLER DOES NOT MAKE OR PROVIDE (AND EACH SELLER HEREBY EXPRESSLY SET FORTH IN THIS AGREEMENT DISCLAIMS) AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF PURCHASER HEREBY WAIVES ANY KINDWARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OTHER ASSURANCES CONCERNING THE DESCRIPTION OF MERCHANTABILITY THE OIL & GAS INTERESTS, WORKING INTERESTS OR FITNESS FOR A PARTICULAR PURPOSE, NET REVENUE INTERESTS. WITH RESPECT TO THE PATENTS SURFACE LEASES, EASEMENTS, RIGHTS-OF-WAY AND PERMITS FOR ANY PIPELINES OR FACILITIES COMPRISING A PORTION OF THE OIL & GAS INTERESTS, EACH SELLER EXPRESSLY DISCLAIMS AND PURCHASER HEREBY WAIVES, ALL WARRANTIES AND REPRESENTATIONS THAT EACH SELLER OWNS THE SURFACE LEASES, EASEMENTS, RIGHTS-OF-WAY AND PERMITS; THAT THEY ARE IN FORCE AND EFFECT; THAT THEY MAY BE ASSIGNED; THAT THEY ARE CONTIGUOUS; THAT THE PIPELINES LIE WITHIN THE EASEMENTS, RIGHTS-OF-WAY AND PERMITS; THAT THEY GRANT THE RIGHT TO LAY, MAINTAIN, REPAIR, REPLACE, OPERATE, CONSTRUCT OR REMOVE ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE PIPELINES; OR THAT THEY ARE SUFFICIENT FOR THE MPPPURPOSE INTENDED. PURCHASER, FOR ITSELF, ITS AFFILIATES AND FOR ITS SUCCESSORS AND ASSIGNS, FOREVER RELEASES AND DISCHARGES EACH SELLER AND ANY MEMBER OF EACH SELLER’S GROUP FROM AND AGAINST ANY LIABILITY, LOSS, CLAIM, COST OR LICENSEE(S)’S USE EXPENSE ON ACCOUNT OF TITLE TO (OR LACK OF TITLE TO) ANY OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYOIL & GAS INTERESTS.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH FOR THE EXPRESS WARRANTIES STATED IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP RESELLER AND PFIZER PROSTORES DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SOFTWARE, DOCUMENTATION, OR ANY SERVICES (IN THE PFIZER-MPP AGREEMENTINCLUDING ANY CUSTOMIZATION SERVICES) MAKES NO REPRESENTATIONS AND EXTENDS NO PROVIDED BY RESELLER, PROSTORES, THEIR SUPPLIERS, OR SERVICE PROVIDERS, INCLUDING ANY WARRANTIES OF ANY KINDMERCHANTABILITY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDERWARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. THE SOFTWARE, DOCUMENTATION, AND ANY SERVICES PROVIDED BY RESELLER OR PROSTORES ARE PROVIDED “AS IS” WITH RESPECT ALL FAULTS, AND THE ENTIRE RISK AS TO THE COMPOUNDSATISFACTORY QUALITY, PRODUCT OR LICENSED PRODUCTACCURACY, OR ANY OTHER MATTERAND EFFORT LIE WITH SUBLICENSEE. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY NEITHER RESELLER NOR PROSTORES WARRANTS THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTSSOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE AND EACH EXPRESSLY DISCLAIMS LIABILITY FOR THE CONTENT OR LOSS OF ANY DATA TRANSFERRED EITHER TO OR FROM SUBLICENSEE, LICENSED KNOW-HOWRESELLER OR MERCHANT CUSTOMER, COMPOUNDOR STORED BY SUBLICENSEE, PRODUCT RESELLER OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE MERCHANT CUSTOMER OR ANY PATENT RIGHTS OF RESELLER'S, SUBLICENSEE’S OR MERCHANT CUSTOMERS’ END USERS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES WHICH MAY BE AFFECTED BY THE SOFTWARE. SUBLICENSEE ACKNOWLEDGES AND AGREES THAT IT HAS NOT RELIED ON ANY THIRD PARTYORAL OR WRITTEN INFORMATION OR ADVICE, WHETHER GIVEN BY RESELLER, PROSTORES, THEIR SUPPLIERS, OR SERVICE PROVIDERS, OR THEIR EMPLOYEES, CONTRACTORS OR AGENTS. MPP RESELLER’S AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO PROSTORES’ SUPPLIERS AND SERVICE PROVIDERS MAKE NO REPRESENTATION REPRESENTATIONS OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT WARRANTIES UNDER OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP CONNECTION WITH THIS AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACY.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP MPP‌ AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACY.

Disclaimer. (a) IT IS UNDERSTOOD AND AGREED THAT EXCEPT FOR THE WARRANTY OF TITLE CONTAINED IN THE DEED AND EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP (A) THE PROPERTY IS SOLD BY SELLER AND PFIZER PURCHASED AND ACCEPTED BY PURCHASER ON AN “AS IS,” “WHERE IS” AND “WITH ALL FAULTS” BASIS, SUBJECT TO ANY CONDITION WHICH MAY EXIST, AND WITHOUT THE EXISTENCE OF AND WITHOUT RELIANCE UPON ANY REPRESENTATION, WARRANTY, AGREEMENT, OR STATEMENT BY SELLER, OR ANYONE ACTING ON BEHALF OF SELLER INCLUDING, WITHOUT LIMITATION, ANY BROKER, ENGINEER, ARCHITECT, ATTORNEY, SURVEYOR, APPRAISER, OR ENVIRONMENTAL CONSULTANT; (B) PURCHASER HAS OR WILL HAVE, PRIOR TO THE CLOSING THOROUGHLY INSPECTED AND EXAMINED THE PROPERTY TO THE EXTENT DEEMED NECESSARY BY PURCHASER IN ORDER TO ENABLE PURCHASER TO EVALUATE THE PFIZER-MPP AGREEMENTPURCHASE OF THE PROPERTY ON THE FOREGOING BASIS; AND (C) MAKES NO REPRESENTATIONS PURCHASER IS RELYING SOLELY UPON SUCH INSPECTIONS, EXAMINATION, AND EXTENDS NO WARRANTIES EVALUATION OF ANY KINDTHE PROPERTY BY PURCHASER IN PURCHASING THE PROPERTY ON AN “AS IS”, “WHERE IS” AND “WITH ALL FAULTS” BASIS, WITHOUT REPRESENTATION, WARRANTY, AGREEMENT OR STATEMENT BY SELLER OR ANYONE ACTING ON BEHALF OF SELLER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION KIND OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUNDNATURE, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) WARRANTY OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (TITLE CONTAINED IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE DEED. THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE CLOSING OR ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYTERMINATION HEREOF.

Disclaimer. EXCEPT AS EXPRESSLY SPECIFICALLY SET FORTH IN THIS AGREEMENT ARTICLE III, SELLER HAS NOT MADE, DOES NOT MAKE, AND THE PFIZER-MPP AGREEMENTEXPRESSLY DISCLAIMS ANY WARRANTIES, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KINDREPRESENTATIONS, COVENANTS, OR GUARANTEES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS WHETHER ARISING BY OPERATION OF LAW OR IMPLIED WARRANTIES OTHERWISE, AS TO THE MERCHANTABILITY, HABITABILITY, QUANTITY, QUALITY, OR ENVIRONMENTAL OR PHYSICAL CONDITION OF MERCHANTABILITY THE PROPERTIES OR THEIR SUITABILITY OR FITNESS FOR A ANY PARTICULAR PURPOSEPURPOSE OR USE. BUYER AFFIRMS THAT: (I) IT HAS INVESTIGATED AND INSPECTED THE PROPERTIES AND IS FAMILIAR AND SATISFIED WITH THEIR CONDITION, WITH RESPECT AND (II) HAS MADE ITS OWN DETERMINATION AS TO THE: (A) MERCHANTABILITY, HABITABILITY, QUANTITY, QUALITY, AND CONDITION OF THE PROPERTIES, INCLUDING, WITHOUT LIMITATION, THE POSSIBLE PRESENCE OF HAZARDOUS MATERIALS OR OTHER ENVIRONMENTAL CONTAMINATION AND (B) THE PROPERTIES’ SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE. BUYER HEREBY ACCEPTS THE PROPERTIES IN THEIR PRESENT CONDITION AND STATE OF REPAIR. BUYER FURTHER ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION HAVE BEEN FULLY EXPLAINED TO BUYER AND THAT IT FULLY UNDERSTANDS AND ACCEPTS THE SAME. BUYER ACKNOWLEDGES THAT NONE OF SELLER'S EMPLOYEES, AGENTS, OR REPRESENTATIVES HAS MADE ANY STATEMENTS OR REPRESENTATIONS CONTRARY TO THE PATENTS PROVISIONS OF THIS ARTICLE IX. EXCEPT AS SPECIFICALLY STATED HEREIN, SELLER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AS TO THE ACCURACY OR COMPLETENESS OF ANY LICENSE GRANTED BY MPP AND PFIZER (TITLE OPINION, DATA, REPORTS, RECORDS, PROJECTIONS, INFORMATION, OR MATERIALS NOW, HERETOFORE, OR HEREAFTER FURNISHED OR MADE AVAILABLE TO BUYER IN CONNECTION WITH THE PROPERTIES INCLUDING, WITHOUT LIMITATION, ANY DESCRIPTION OF THE PROPERTIES, THE PRICING ASSUMPTIONS, THE ENVIRONMENTAL CONDITION OF THE PROPERTIES, ANY OTHER MATTERS CONTAINED IN THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCTPROPRIETARY DATA, OR ANY OTHER MATTERMATERIALS FURNISHED OR MADE AVAILABLE TO BUYER BY SELLER OR BY SELLER'S EMPLOYEES, AGENTS, OR REPRESENTATIVES. FURTHERMOREIN ENTERING INTO AND PERFORMING THIS AGREEMENT, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN BUYER HAS RELIED AND WILL RELY SOLELY UPON ITS INDEPENDENT INVESTIGATION OF, AND JUDGMENT WITH RESPECT TO, THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP PROPERTIES AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYTHEIR VALUE.

Disclaimer. EXCEPT AS OTHER THAN EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES GAME SOFTWARE IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR CONDITION, UNINTERRUPTED USE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS OR NONINFRINGEMENT. NO ORAL OR WRITTEN ADVICE OR INFORMATION GIVEN BY BLUEPLANET VR, INC. OR ANY LICENSE GRANTED BY MPP AND PFIZER (OF ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE PFIZER-MPP AGREEMENT) HEREUNDERSCOPE OF THIS LIMITED WARRANTY. LIMITATIONS ON DAMAGES IN NO EVENT SHALL THE LICENSOR BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM POSSESSION, USE OR MALFUNCTION OF THE GAME SOFTWARE, INCLUDING WITHOUT LIMITATION ANY LOSSES OR DAMAGES CONNECTED WITH RESPECT OR CONSISTING OF LOST PROFITS, DAMAGE TO PROPERTY, LOST OR CORRUPTED DATA OR FILES, LOSS OF GOODWILL, COMPUTER OR VR DEVICE FAILURE, ERRORS AND LOST BUSINESS OR OTHER INFORMATION AS A RESULT OF POSSESSION, USE OR MALFUNCTION OF THE COMPOUNDGAME SOFTWARE, PRODUCT OR LICENSED PRODUCTPERSONAL INJURIES, EVEN IF BLUEPLANET VR, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. FURTHERMORE, IN NO EVENT SHALL BLUEPLANET VR, INC. OR ITS LICENSORS BE LIABLE FOR SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES RESULTING FROM THE BREACH OF ANY EXPRESS OR IMPLIED WARRANTIES OR ANY OTHER MATTERTERMS OF THIS AGREEMENT. FURTHERMORETERM AND TERMINATION The License shall terminate automatically if you fail to comply with its terms and conditions. In such event, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTYyou must uninstall and destroy all copies of the Game Software. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENTYou may also terminate the License at any time by destroying the Game Software and uninstalling it from your computer(s) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYor other applicable hardware.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP DocuSign Envelope ID: 76B8C7A6-66D1-43C9-84E7-0D151DB61944 AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACY.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR OTHERWISE, (A) THE EXPRESS REPRESENTATIONS ARE AND SHALL CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES TO BUYER IN CONNECTION WITH THIS AGREEMENT AND THE PFIZER-MPP AGREEMENTTRANSACTIONS CONTEMPLATED HEREBY, MPP AND PFIZER (IN B) EXCEPT FOR THE PFIZER-MPP AGREEMENT) MAKES NO EXPRESS REPRESENTATIONS AND EXTENDS NO WARRANTIES REFERRED TO IN CLAUSE (A) ABOVE, NONE OF THE SELLERS OR ANY OTHER GROUP COMPANY NOR ANY OTHER PERSON HAS MADE OR IS MAKING ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, STATUTORY OR OTHERWISE, OF ANY KINDNATURE, INCLUDING WITH RESPECT TO ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE PURCHASED ASSETS, THE ASSUMED LIABILITIES OR THE BUSINESS OR ASSETS OR LIABILITIES OF ANY GROUP COMPANY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR OTHERWISE, EXCEPT FOR THE EXPRESS REPRESENTATIONS, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, OF ANY NATURE, INCLUDING WITHOUT LIMITATION WITH RESPECT TO ANY EXPRESS OR IMPLIED WARRANTIES REPRESENTATION OR WARRANTY AS TO THE MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE PURCHASED ASSETS, THE ASSUMED LIABILITIES OR THE BUSINESS OR THE ASSETS OR LIABILITIES OF ANY GROUP COMPANY, ARE HEREBY EXPRESSLY DISCLAIMED. BUYER REPRESENTS, WARRANTS, COVENANTS AND AGREES, ON BEHALF OF ITSELF AND ITS AFFILIATES, THAT IN DETERMINING TO ENTER INTO AND CONSUMMATE THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, IT IS NOT RELYING UPON ANY REPRESENTATION OR WARRANTY MADE OR PURPORTEDLY MADE BY OR ON BEHALF OF ANY PERSON, OTHER THAN THOSE EXPRESSLY MADE BY THE COMPANY AS SET FORTH IN THE EXPRESS REPRESENTATIONS, AND THAT, IF THE CLOSING OCCURS, BUYER WILL ACQUIRE THE PURCHASED ASSETS AND ASSUME THE ASSUMED LIABILITIES WITHOUT ANY REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR A ANY PARTICULAR PURPOSE, IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS AND “WITH ALL FAULTS”. Without limiting the generality of the immediately preceding paragraph, it is understood and agreed by Bxxxx, on behalf of itself and its Affiliates, (i) that any cost estimate, projection or other prediction, any data, any financial information or any memoranda or offering materials or presentations, including any memoranda and materials provided by Sellers, any direct or indirect holder of Sellers or any of their respective representatives, are not and shall not be deemed to be or to include representations or warranties, except to the extent explicitly set forth in the Express Representations and (ii) that no such Person has relied on any such cost estimate, projections or other prediction, any such data, any financial information or any such memoranda or materials. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR OTHERWISE, (A) THE REPRESENTATIONS SET FORTH IN ARTICLE 4 OF THIS AGREEMENT ARE AND SHALL CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES TO SELLERS IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, AND (B) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES REFERRED TO IN CLAUSE (A) ABOVE, NONE OF BUYER NOR ANY OTHER PERSON HAS MADE OR IS MAKING ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP BUYER. SELLER REPRESENTS, WARRANTS, COVENANTS AND PFIZER (AGREES, ON BEHALF OF ITSELF AND ITS AFFILIATES, THAT IN THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT DETERMINING TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN ENTER INTO AND CONSUMMATE THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT AND THE OTHER TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, IT IS NOT RELYING UPON ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE MADE OR PURPORTEDLY MADE BY OR ON BEHALF OF THE COMPOUNDANY PERSON, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) THOSE EXPRESSLY MADE BY BUYER AS SET FORTH IN Article 4 OF PFIZER OR ITS AFFILIATESTHIS AGREEMENT. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACY.Signature Pages Follow)

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS CLIENT AGREEMENT OR IN THE APPLICABLE TERMS AND THE PFIZER-MPP CONDITIONS, ANY DELIVERABLE, PRODUCT, (E.G., HARDWARE, HOSTED SERVICES AND LOCAL SOFTWARE) AND ANY OTHER ITEMS PROVIDED UNDER THIS CLIENT AGREEMENT ARE PROVIDED “AS IS” AND ANY HOSTED SERVICE PROVIDED UNDER THIS CLIENT AGREEMENT IS PROVIDED “AS AVAILABLE.” EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS CLIENT AGREEMENT, MPP UPS-PSI AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES ITS THIRD PARTY LICENSORS MAKE NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KINDWARRANTY, REPRESENTATION, GUARANTEE, CONDITION, UNDERTAKING, OR TERM, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS STATUTORY OR IMPLIED WARRANTIES OTHERWISE, AS TO THE CONDITION, QUALITY, DURABILITY, PERFORMANCE, TITLE, NON-INFRINGEMENT OF MERCHANTABILITY OR THIRD PARTY RIGHTS, MERCHANTABILITY, QUIET ENJOYMENT, FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDERACCURACY, COMPLETENESS, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTSDELIVERABLES, LICENSED KNOWSERVICES, PRODUCTS (E.G., HARDWARE, HOSTED SERVICES AND LOCAL SOFTWARE) AND ANY OTHER ITEMS PROVIDED UNDER THIS CLIENT AGREEMENT OR AS TO THE CONTINUOUS, UNINTERRUPTED, OR SECURE ACCESS TO ANY HOSTED SERVICE, AND ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW, AS ARE ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE. THE HOSTED SERVICES PROVIDE FUNCTIONALITY THAT UTILIZES THE INTERNET WHICH IS NOT UNDER THE CONTROL OF UPS-HOWPSI OR ITS THIRD PARTY LICENSORS OR AFFILIATES. ACCORDINGLY, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER UPS-PSI AND ITS THIRD PARTY LICENSORS WILL NOT INFRINGE BE HELD RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY PATENT RIGHTS LOSS OR DAMAGE CAUSED OR ALLEGED TO HAVE BEEN CAUSED BY CLIENT’S INABILITY TO ACCESS THE INTERNET. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS CLIENT AGREEMENT, NO WARRANTY IS MADE BY UPS-PSI AND ITS THIRD PARTY LICENSORS THAT DEFECTS IN ANY OF THE DELIVERABLES, SERVICES, PRODUCTS (E.G., HARDWARE, HOSTED SERVICES AND LOCAL SOFTWARE) AND ANY OTHER INTELLECTUAL PROPERTY RIGHTS ITEMS PROVIDED UNDER THIS CLIENT AGREEMENT WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY UPS-PSI OR ANY UPS-PSI REPRESENTATIVE WILL CREATE A WARRANTY. UPS-PSI IS NOT RESPONSIBLE FOR CLIENT MISUSE OR ABUSE OF ANY THIRD PARTYDELIVERABLES, SERVICES OR PRODUCTS OR THE COMBINATION OF DELIVERABLES, SERVICES OR PRODUCTS WITH ANY PRODUCTS OR SERVICES NOT APPROVED IN WRITING BY UPS-PSI. MPP AND PFIZER In the event that any Hardware, Local Software, Hosted Service or any component thereof fails to perform materially in accordance with the applicable Documentation, the failure is promptly reported to UPS-PSI, and UPS-PSI can reproduce the failure, UPS-PSI will use reasonable efforts to correct such failure without additional charge to Client, in accordance with the maintenance obligations of the applicable Documentation. UPS-PSI may request certain information (IN THE PFIZER-MPP AGREEMENTdata, screen shots, etc.) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATESto properly validate and reproduce the error or malfunction. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYThe foregoing will be Client’s sole and exclusive remedy for any such failure.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND FOR THE PFIZER-MPP AGREEMENTEXPRESS WARRANTIES, MPP AND PFIZER (IN IF ANY, MADE DIRECTLY TO END USERS PURSUANT TO THE PFIZER-MPP AGREEMENT) END USER LICENSE, LICENSOR MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF WITH RESPECT TO ANY KINDPRODUCT UNITS, EXPRESS LICENSE OR IMPLIEDSERVICE, INCLUDING WITHOUT LIMITATION ANY EXPRESS LIMITATION, THE LICENSOR ITEMS AND THE LICENSOR TRADEMARKS, AND HEREBY DISCLAIMS ALL STATUTORY OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO TITLE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. LICENSOR DOES NOT WARRANT THAT THE PATENTS OR LICENSOR ITEMS SHALL MEET ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE END USER REQUIREMENTS OR THAT THE MPP’S OR LICENSEE(S)’S USE OPERATION OF THE PATENTSLICENSED SOFTWARE SHALL BE UNINTERRUPTED OR ERROR-FREE. DISTRIBUTOR IS NOT AUTHORIZED TO MAKE ANY OTHER WARRANTY OR REPRESENTATION CONCERNING THE PERFORMANCE OF THE LICENSED SOFTWARE OTHER THAN AS PROVIDED, LICENSED KNOW-HOWIF AT ALL, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO END USER LICENSE. DISTRIBUTOR SHALL MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, ON BEHALF OF LICENSOR. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT, IN NO EVENT SHALL LICENSOR'S AGGREGATE LIABILITY ARISING UNDER, WITH REGARD RESPECT TO OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE SAFETY OR EFFICACY OF TOTAL MONIES PAID BY DISTRIBUTOR TO LICENSOR UNDER THIS AGREEMENT DURING THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE DATE ON WHICH SUCH SAFETY OR EFFICACYLIABILITY ARISES.

Disclaimer. AEO DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY OTHER REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO BREITBURN, INCLUDING ANY STATEMENTS, REPRESENTATIONS, OPINIONS, INFORMATION OR ADVICE WHICH MAY HAVE BEEN PROVIDED AS AN ACCOMMODATION TO BREITBURN BY AN OFFICER, SHAREHOLDER, DIRECTOR, EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OF AEO, OR ANY ENGINEER OR ENGINEERING FIRM, OR ANY OTHER AGENT, CONSULTANT, OR REPRESENTATIVE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER THE DEED, OR THE ASSIGNMENT, AEO MAKES ABSOLUTELY NO REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED OR STATUTORY, AS TO (IN i) TITLE TO ANY OF THE PFIZER-MPP AGREEMENTSUBJECT PROPERTY; (ii) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES THE ABILITY OF ANY KINDCOMPONENT OF THE SUBJECT PROPERTY TO PRODUCE ANY HYDROCARBONS; (iii) THE AMOUNTS, QUALITY OR DELIVERABILITY OF HYDROCARBON RESERVES ATTRIBUTABLE TO THE SUBJECT PROPERTY, OR ANY PART THEREOF; (iv) GEOLOGICAL GEOPHYSICAL OR OTHER INTERPRETATION OF ANY ECONOMIC EVALUATION; (v) PRESENT OR FUTURE SALES PRICES, OPERATING COSTS, OR OTHER ECONOMIC FACTORS; (vi) THE CONDITION OR STATE OF REPAIR OF ANY WELL OR EQUIPMENT RELATING TO THE SUBJECT PROPERTY; AND (vii) THE ENVIRONMENTAL CONDITION OF THE SUBJECT PROPERTY. BREITBURN ACKNOWLEDGES AND AFFIRMS THAT IT HAS EXERCISED ITS RIGHT TO INSPECT THE SUBJECT PROPERTY AND EACH COMPONENT THEREOF; HAS SATISFIED ITSELF AS TO ITS PHYSICAL AND ENVIRONMENTAL CONDITIONS, BOTH SURFACE AND SUBSURFACE; AND FURTHER THAT BREITBURN HAS MADE ITS OWN INDEPENDENT INVESTIGATION, ANALYSIS AND EVALUATION OF THE SUBJECT PROPERTY, AND EACH COMPONENT THEREOF (INCLUDING BREITBURN’S OWN ESTIMATE AND APPRAISAL OF THE EXTENT AND VALUE OF THE PETROLEUM, NATURAL GAS AND OTHER HYDROCARBON RESERVES IF ANY RESPECTING EACH COMPONENT OF THE ASSET OR PROPERTY). THE PERSONAL PROPERTY (SURFACE AND SUBSURFACE) CONVEYED AS PART OF THE SUBJECT PROPERTY ARE SOLD HEREUNDER WITHOUT ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIEDIMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION REGARDING THE CONDITION OR STATE OF REPAIR OF ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSETHE EQUIPMENT COMPRISING PART OF THE ASSETS. THE FOREGOING DISCLAIMERS BY AEO SHALL NOT LIMIT ANY REPRESENTATION, WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDERWARRANTY, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING INDEMNITY ELSEWHERE PROVIDED IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT AGREEMENT, THE ASSIGNMENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYDEED.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT ARTICLE 3, SELLERS AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO COMPANY MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE SUBSIDIARY OR COMPANY, OR ANY OF THE COMPANY’S OR SUBSIDIARY’S ASSETS, LIABILITIES OR OPERATIONS, INCLUDING WITH REGARD RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE EXPRESSLY DISCLAIMED. PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT TO THE SAFETY EXTENT SPECIFICALLY SET FORTH IN ARTICLE 3, PURCHASER IS PURCHASING THE SHARES ON AN “AS-IS, WHERE-IS” BASIS. COMPANY, SUBSIDIARY AND SELLERS EXPRESSLY DISCLAIM ANY AND ALL LIABILITY AND RESPONSIBILITY OF AND ASSOCIATED WITH THE QUALITY, ACCURACY, COMPLETENESS OR EFFICACY MATERIALITY OF THE COMPOUNDDATA, PRODUCT INFORMATION AND MATERIALS, FURNISHED AT ANY TIME TO PURCHASER, ITS OFFICERS, AGENTS, EMPLOYEES OR LICENSED PRODUCT AFFILIATES IN CONNECTION WITH THE TRANSACTION CONTEMPLATED HEREIN. EXCEPT AS EXPRESSLY PROVIDED IN THIS ARTICLE 3, THE OIL AND IT SHALL BE GAS INTERESTS ARE “AS-IS, WHERE-IS,” AND WITH ALL FAULTS IN THEIR PRESENT CONDITION AND STATE OF REPAIR, WITHOUT RECOURSE, AND COMPANY AND SELLERS DISCLAIM ANY AND ALL REPRESENTATIONS CONCERNING THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OIL & GAS INTERESTS, EXPRESS, STATUTORY, IMPLIED OR EFFICACYOTHERWISE.

Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR ANY WARRANTY AS TO THE VALIDITY OF ANY PATENTS OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. EXCEPT AS CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF LICENSES GRANTED HEREIN ARE MADE “AS IS, WHERE IS” WITH ALL FAULTS. ANY KINDINFORMATION PROVIDED BY LICENSOR OR ITS AFFILIATES TO LICENSEE IS OR HAS BEEN MADE AVAILABLE ON AN “AS IS” BASIS WITHOUT WARRANTY WITH RESPECT TO COMPLETENESS, EXPRESS COMPLIANCE WITH REGULATORY STANDARDS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY REGULATIONS OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, PURPOSE OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A KIND OF WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY . IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY LOSSES IN EXCESS OF THE COMPOUNDUPFRONT PAYMENT SET FORTH IN SECTION 4.1 FOR ANY BREACH OF ITS REPRESENTATIONS OR WARRANTIES HEREUNDER; PROVIDED, PRODUCT OR LICENSED PRODUCT AND IT FOR CLARITY, THE FOREGOING SHALL BE NOT LIMIT THE SOLE RESPONSIBILITY AMOUNT REIMBURSABLE BY LICENSOR FOR A BREACH BY LICENSOR OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYSECTION 4.4.7.

Disclaimer. OTHER THAN TO THE EXTENT OF ANY EXPRESS REPRESENTATIONS, ---------- WARRANTIES, COVENANTS, GUARANTIES OR OTHER UNDERTAKINGS OR OBLIGATIONS OF SELLER SET FORTH IN THIS AGREEMENT OR INCORPORATED HEREIN BY REFERENCE (INCLUDING WITHOUT LIMITATION ANY EXHIBITS ATTACHED HERETO AND ANY DOCUMENT DELIVERED IN CONNECTION HEREWITH), SELLER DOES NOT, BY THE EXECUTION AND DELIVERY OF THIS AGREEMENT, AND SELLER SHALL NOT, BY THE EXECUTION AND DELIVERY OF ANY DOCUMENT OR INSTRUMENT EXECUTED AND DELIVERED IN CONNECTION WITH THE CLOSING, MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE WHATSOEVER, WITH RESPECT TO THE PROPERTY, AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER MAKES, AND SHALL MAKE, NO EXPRESS OR IMPLIED WARRANTY AS TO MATTERS OF TITLE (OTHER THAN SELLER'S LIMITED WARRANTY OF TITLE SET FORTH IN THE SPECIAL WARRANTY DEED TO BE DELIVERED AT CLOSING AND OTHER THAN TO THE EXTENT OF ANY EXPRESS REPRESENTATIONS, WARRANTIES, COVENANTS OR GUARANTIES OF SELLER SET FORTH IN THIS AGREEMENT OR INCORPORATED HEREIN BY REFERENCE [INCLUDING WITHOUT LIMITATION ANY EXHIBITS ATTACHED HERETO AND ANY DOCUMENT DELIVERED IN CONNECTION HEREWITH]), ZONING, TAX CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL CONDITION, VALUATION, GOVERNMENTAL APPROVALS, GOVERNMENTAL REGULATIONS, SUITABILITY OR FITNESS OF THE PROPERTY FOR ANY PURPOSE, MERCHANTABILITY, OR ANY OTHER MATTER OR THING RELATING TO OR AFFECTING THE PROPERTY OR THAT THE USE OR SALE OF THE PROPERTY WILL NOT VIOLATE THE TRADEMARK, COPYRIGHT OR PATENT RIGHTS OF ANY PERSON (HEREINAFTER COLLECTIVELY CALLED THE "DISCLAIMED MATTERS"). BUYER WILL CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY (INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOF) AND RELY UPON SAME AND, UPON CLOSING, OTHER THAN TO THE EXTENT OF ANY EXPRESS REPRESENTATIONS, WARRANTIES, COVENANTS, GUARANTIES OR OTHER UNDERTAKINGS OR OBLIGATIONS OF SELLER SET FORTH IN THIS AGREEMENT OR INCORPORATED HEREIN BY REFERENCE (INCLUDING WITHOUT LIMITATION ANY EXHIBITS ATTACHED HERETO AND ANY DOCUMENT DELIVERED IN CONNECTION HEREWITH) SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, THE DISCLAIMED MATTERS, MAY NOT HAVE BEEN REVEALED BY BUYER'S INSPECTIONS AND INVESTIGATIONS. OTHER THAN TO THE EXTENT OF ANY EXPRESS REPRESENTATIONS, WARRANTIES, COVENANTS, GUARANTIES OR OTHER UNDERTAKINGS OR OBLIGATIONS OF SELLER SET FORTH IN THIS AGREEMENT OR INCORPORATED HEREIN BY REFERENCE (INCLUDING WITHOUT LIMITATION ANY EXHIBITS ATTACHED HERETO AND ANY DOCUMENT DELIVERED IN CONNECTION HEREWITH), SELLER SHALL SELL AND CONVEY TO BUYER, AND BUYER SHALL ACCEPT, THE PROPERTY "AS IS", "WHERE IS", AND WITH ALL FAULTS, AND THERE ARE NO ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS, COLLATERAL TO OR AFFECTING THE PROPERTY BY SELLER OR ANY THIRD PARTY EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AGREEMENT. THE TERMS AND CONDITIONS OF THIS SECTION 8.1 SHALL SURVIVE THE CONSUMMATION OF THE PURCHASE AND SALE OF THE PROPERTY ON THE CLOSING DATE, THE DELIVERY OF THE DEED AND THE PFIZER-MPP AGREEMENTPAYMENT OF THE PURCHASE PRICE, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF WITHOUT REGARD TO ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING GENERAL LIMITATIONS UPON SURVIVAL SET FORTH IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACY.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH FOR THE WARRANTIES OF TITLE GIVEN IN THIS AGREEMENT SECTION 1.04(a) AND THE PFIZER-MPP AGREEMENTREPRESENTATIONS MADE IN ANY AGREEMENT TO WHICH THIS CONVEYANCE IS SUBJECT, MPP ASSIGNOR MAKES THIS CONVEYANCE AND PFIZER (IN ASSIGNS THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES TERM ROYALTY INTEREST WITHOUT RECOURSE, COVENANT OR WARRANTY OF TITLE OF ANY KIND, EXPRESS EXPRESS, IMPLIED OR STATUTORY. EXCEPT AS OTHERWISE PROVIDED HEREIN OR IN ANY AGREEMENT TO WHICH THIS CONVEYANCE IS SUBJECT, ANY COVENANTS OR WARRANTIES IMPLIED BY STATUTE OR LAW BY THE USE HEREIN OF THE WORDS "GRANT", "CONVEY" OR OTHER SIMILAR WORDS ARE HEREBY EXPRESSLY DISCLAIMED, WAIVED AND NEGATED. WITHOUT LIMITING THE GENERALITY OF THE TWO PRECEDING SENTENCES, ASSIGNEE ACKNOWLEDGES THAT ASSIGNOR HAS NOT MADE, AND ASSIGNOR HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND THE ASSIGNEE HEREBY EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, INCLUDING WITHOUT LIMITATION AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO (i) PRODUCTION RATES, RECOMPLETION OPPORTUNITIES, DECLINE RATES OR THE QUALITY, QUANTITY OR VOLUME OF THE RESERVES OF HYDROCARBONS, IF ANY, ATTRIBUTABLE TO THE SUBJECT INTERESTS, (ii) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (iii) ANY IMPLIED OR IMPLIED WARRANTIES EXPRESS WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT (iv) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, AND (v) ANY AND ALL IMPLIED WARRANTIES EXISTING UNDER ANY APPLICABLE LEGAL REQUIREMENT; IT BEING THE EXPRESS INTENTION OF BOTH THE ASSIGNEE AND ASSIGNOR THAT, EXCEPT AS OTHERWISE PROVIDED, THE TERM ROYALTY INTEREST IS HEREBY ASSIGNED TO THE PATENTS ASSIGNEE ON AN "AS IS" AND "WHERE IS" BASIS WITH ALL FAULTS, AND THAT THE ASSIGNEE HAS MADE OR ANY LICENSE GRANTED BY MPP CAUSED TO BE MADE SUCH INSPECTIONS AS THE ASSIGNEE DEEMS APPROPRIATE. ASSIGNOR AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDERASSIGNEE AGREE THAT, OR WITH RESPECT TO THE COMPOUNDEXTENT REQUIRED BY APPLICABLE LEGAL REQUIREMENTS TO BE EFFECTIVE, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING THE DISCLAIMERS OF CERTAIN WARRANTIES CONTAINED IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN SECTION ARE "CONSPICUOUS" DISCLAIMERS FOR THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS PURPOSES OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYAPPLICABLE LEGAL REQUIREMENT.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR AS MAY OTHERWISE BE PROVIDED IN THE TERMS OF SALE TO A PRODUCT, THE PLATFORM, CONTENT, AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND TO THE PFIZER-MPP FULLEST EXTENT PERMITTED BY LAW. IKEGPS AND ITS EMPLOYEES, AFFILIATES, SUPPLIERS, AND DISTRIBUTORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE SUBJECT MATTER OF THIS AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO MERCHANTABILITY, TITLE, QUIET ENJOYMENT OR NONINFRINGEMENT. IKEGPS DOES NOT WARRANT OR GUARANTEE THE PATENTS ACCURACY, COMPLETENESS, ADEQUACY, OR CURRENCY OF THE PLATFORM OR ANY LICENSE GRANTED CONTENT OR SERVICES. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY MPP IKEGPS, ITS EMPLOYEES, AFFILIATES, SUPPLIERS, AND PFIZER (IN DISTRIBUTORS WILL INCREASE THE PFIZER-MPP AGREEMENT) HEREUNDERSCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO, THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION. YOU RECOGNIZE THAT THE PLATFORM AND ALL SERVICES AND CONTENT PROVIDED THROUGH THE PLATFORM ARE NOT INTENDED TO REPLACE YOUR PRIMARY ORGANIZATIONAL, MANAGEMENT, AND COMMUNICATION SYSTEMS. THE PLATFORM AND ALL SERVICES AND CONTENT PROVIDED THROUGH THE PLATFORM ARE NOT BUILT FOR ERROR-FREE ACCESS AND THAT INTERRUPTIONS, CRASHES, DOWNTIME, DELAYS, AND LATENCY MAY OCCUR FROM TIME TO TIME. THE PLATFORM IS NOT FAULT TOLERANT AND IS NOT DESIGNED OR INTENDED FOR USE FOR OR WITH RESPECT REAL TIME ROUTE GUIDANCE (INCLUDING WITHOUT LIMITATION, TURN-BY- TURN ROUTE GUIDANCE AND OTHER ROUTING THAT IS ENABLED THROUGH THE USE OF A GPS OR OTHER SENSOR) OR FOR OR IN CONNECTION WITH ANY SYSTEMS OF FUNCTIONS FOR AUTOMATIC OR AUTONOMOUS CONTROL OF VEHICLE BEHAVIOR, WHERE THE FAILURE OF THE APPLICATION COULD LEAD TO DEATH, PERSONAL INJURY, OR ENVIRONMENTAL DAMAGE. THE COMPOUNDPLATFORM IS NOT DESIGNED, PRODUCT INTENDED OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING FOR USE IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOWHAZARDOUS ENVIRONMENTS REQUIRING FAIL-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYSAFE CONTROLS.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENTPROVIDED HEREIN, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) NEITHER PARTY MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES ANY WARRANTY OF ANY KIND, EXPRESS OR WHETHER EXPRESS, IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES ARISING OUT OF MERCHANTABILITY THE HOSTED SERVICES, SOFTWARE OR THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSEPURPOSE OR NON-INFRINGEMENT, WITH RESPECT TO THE PATENTS MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY LICENSE GRANTED BY MPP AND PFIZER THIRD-PARTY HOSTING PROVIDERS. VANTAGE DOES NOT WARRANT THAT THE HOSTED SERVICES OR THE SOFTWARE WILL BE PROVIDED UNINTERRUPTED OR ERROR-FREE. Limitation of Liability. IN NO EVENT WILL VANTAGE BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR LOST OPPORTUNITY COST) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE PFIZER-MPP AGREEMENT) HOSTED SERVICES, OR SOFTWARE PROVIDED HEREUNDER, OR WITH RESPECT TO THE COMPOUNDWHETHER ARISING UNDER CONTRACT, PRODUCT OR LICENSED PRODUCTTORT, STRICT LIABILITY OR ANY OTHER MATTERTHEORY OF LIABILITY, EVEN IF VANTAGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, NOTHING IN NO EVENT WILL VANTAGE’S LIABILITY FOR DIRECT DAMAGES FOR A SINGLE CLAIM UNDER THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED EXCEED THE FEES PAID TO VANTAGE UNDER THE APPLICABLE ORDER IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT TWELVE (12) MONTHS PRECEDING THE MPPDATE ON WHICH SUCH CLAIM AROSE. IN NO EVENT WILL VANTAGE’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (TOTAL LIABILITY FOR ALL CLAIMS IN THE PFIZER-MPP AGGREGATE FOR DIRECT DAMAGES UNDER THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY CUSTOMER DURING THE TERM OF THIS AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND. Customer agrees that the disclaimer of warranties and limitations of liability in this Section 9 are a material inducement and consideration for Vantage to enter into this Agreement and provide the Data Services and Reports at their current pricing. Accordingly, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYsuch provisions shall be enforced as written even if a remedy fails of its essential purpose.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR THE LICENSED PRODUCTPRODUCTS, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(SSUBLICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, HOW COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE MAKES NO REPRESENTATION OR WARRANTY THAT LICENSEE(SMPP’S OR SUBLICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO DOES NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR THE LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE THE SUBLICENSEES TO ENSURE SUCH SAFETY OR EFFICACY.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP DocuSign Envelope ID: 91216EB2-F486-414B-B694-F90CEB5F065E AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACY.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH THE BURDEN OF DUE DILIGENCE TO DETERMINE THAT THE AIRCRAFT IS “AIRWORTHY” AND/OR ACCEPTABLE TO BUYER IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENTANY OR EVERY REGARD RESTS SOLELY ON BUYER PRIOR TO DELIVERY OR CLOSING, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS WHICHEVER COMES FIRST. THERE ARE NO WARRANTIES OF ANY KINDCONDITION WHATSOEVER SUBSEQUENT TO CLOSING. AT TIME OF CLOSING, THE AIRCRAFT IS BEING SOLD HEREUNDER COMPLETELY "AS IS" AND “WITH ALL FAULTS”. SELLER'S EXPRESS WARRANTIES AND REPRESENTATIONS SET FORTH HEREIN ARE EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS OR WARRANTIES WHATSOEVER BY SELLER, EXPRESS OR IMPLIEDIMPLIED OR ARISING BY OPERATION OF LAW OR IN EQUITY, INCLUDING WITHOUT LIMITATION AND SELLER HAS NOT MADE, AND BUYER HEREBY WAIVES, RELEASES, DISCLAIMS, AND RENOUNCES ALL EXPECTATION OF OR RELIANCE UPON, ANY EXPRESS SUCH REPRESENTATIONS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSEWHATSOEVER, WITH RESPECT TO THE PATENTS AIRCRAFT OR ANY LICENSE GRANTED PART THEREOF, WITHOUT LIMITATION, AS TO THE VALUE, CONDITION, DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OF THE AIRCRAFT, AND ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY ARISING FROM A COURSE OF PERFORMANCE OR DEALING OR USAGE OF TRADE). BUYER HEREBY WAIVES ANY AND ALL RIGHTS, CLAIMS, AND REMEDIES OF BUYER AGAINST SELLER, EXPRESS OR IMPLIED OR ARISING BY MPP AND PFIZER (OPERATION OF LAW OR IN THE PFIZER-MPP AGREEMENT) HEREUNDEREQUITY, ARISING FROM ANY SUCH REPRESENTATION OR WARRANTY OR FOR ANY LIABILITY, CLAIM, OR REMEDY FOR LOSS OF OR DAMAGE TO THE AIRCRAFT, FOR LOSS OF USE, REVENUE, OR PROFIT WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCTAIRCRAFT, OR FOR ANY OTHER MATTER. FURTHERMOREDIRECT, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT INCIDENTAL, OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYCONSEQUENTIAL DAMAGES WHATSOEVER.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH FOR THE (i) WARRANTY OF TITLE GIVEN IN ---------- SECTION 4(g) ABOVE, AND (ii) THE REPRESENTATIONS MADE IN THIS AGREEMENT AND SECTION, SELLER SHALL CONVEY THE PFIZER-MPP AGREEMENTTERM ROYALTY INTEREST WITHOUT RECOURSE, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES COVENANT OR WARRANTY OF TITLE OF ANY KIND, EXPRESS EXPRESS, IMPLIED OR STATUTORY. EXCEPT FOR SUCH WARRANTY OF TITLE AND REPRESENTATIONS, ANY OTHER COVENANTS OR WARRANTIES IMPLIED BY STATUTE OR LAW BY THE USE OF THE WORDS "GRANT", "CONVEY" OR OTHER SIMILAR WORDS ARE HEREBY EXPRESSLY DISCLAIMED, WAIVED AND NEGATED. WITHOUT LIMITING THE GENERALITY OF THE TWO PRECEDING SENTENCES, BUYER ACKNOWLEDGES THAT SELLER HAS NOT MADE, AND SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND THE BUYER HEREBY EXPRESSLY WAIVES, ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, INCLUDING WITHOUT LIMITATION AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO (A) PRODUCTION RATES, RECOMPLETION OPPORTUNITIES, DECLINE RATES OR THE QUALITY, QUANTITY OR VOLUME OF THE RESERVES OF HYDROCARBONS, IF ANY, ATTRIBUTABLE TO THE TERM ROYALTY INTEREST, (B) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (C) ANY IMPLIED OR IMPLIED WARRANTIES EXPRESS WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT (D) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, AND ANY AND ALL IMPLIED WARRANTIES EXISTING UNDER ANY APPLICABLE LEGAL REQUIREMENT; IT BEING THE EXPRESS INTENTION OF BOTH THE BUYER AND SELLER THAT, SUBJECT TO THE PATENTS WARRANTY OF TITLE AND REPRESENTATIONS SET FORTH IN THIS SECTION 4, THE TERM ROYALTY INTEREST WILL BE CONVEYED ON AN "AS IS" AND "WHERE IS" BASIS WITH ALL FAULTS, AND THAT THE BUYER HAS MADE OR ANY LICENSE GRANTED BY MPP CAUSED TO BE MADE SUCH INSPECTIONS AS THE BUYER DEEMS APPROPRIATE. SELLER AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDERBUYER AGREE THAT, OR WITH RESPECT TO THE COMPOUNDEXTENT REQUIRED BY APPLICABLE LEGAL REQUIREMENTS TO BE EFFECTIVE, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING THE DISCLAIMERS OF CERTAIN WARRANTIES CONTAINED IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN SECTION ARE "CONSPICUOUS" DISCLAIMERS FOR THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS PURPOSES OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYAPPLICABLE LEGAL REQUIREMENT.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND DEBTOR ACKNOWLEDGES THAT IT HAS SELECTED THE PFIZER-MPP AGREEMENTEQUIPMENT WITHOUT ANY ASSISTANCE FROM SECURED PARTY, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ITS AGENTS OR EMPLOYEES. SECURED PARTY DOES NOT MAKE, HAS NOT MADE, NOR SHALL BE DEEMED TO MAKE OR HAVE MADE, ANY KINDWARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS WRITTEN OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSEORAL, WITH RESPECT TO THE PATENTS EQUIPMENT FINANCED UNDER THIS AGREEMENT OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDERCOMPONENT THEREOF, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY AS TO DESIGN, COMPLIANCE WITH SPECIFICATIONS, QUALITY OF MATERIALS OR WORKMANSHIP, MERCHANTABILITY, FITNESS FOR ANY PURPOSE, USE OR OPERATION, SAFETY, PATENT, TRADEMARK OR COPYRIGHT INFRINGEMENT, OR WITH RESPECT TITLE. ALL SUCH RISKS, AS BETWEEN SECURED PARTY AND DEBTOR, ARE TO THE COMPOUNDBE BORNE BY DEBTOR. DEBTOR FURTHER AGREES THAT SECURED PARTY AND ITS REPRESENTATIVES HAVE NO LIABILITY TO DEBTOR FOR (I) ANY PENAL, PRODUCT OR LICENSED PRODUCTPUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES SUCH AS LOST PROFIT OR REVENUE, (II) ANY ASSISTANCE NOT REQUIRED UNDER THE SCHEDULE, OR (III) ANYTHING OCCURRING AFTER END OF A SCHEDULE. THIS IS A COMMERCIAL TRANSACTION. ANY CLAIM RELATED TO THIS CONTRACT WILL BE COVERED SOLELY BY COMMERCIAL LEGAL PRINCIPLES. SECURED PARTY, ITS REPRESENTATIVES AND ASSIGNS WILL NOT HAVE ANY NEGLIGENCE OR OTHER TORT LIABILITY TO DEBTOR OR ANY PERSON OR ENTITY, ARISING FROM THIS AGREEMENT AND ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT DOCUMENT OR ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYEQUIPMENT.

Disclaimer. PURCHASER ACKNOWLEDGES THAT (A) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP ARTICLE IV OR IN ANY EXHIBIT, SCHEDULE OR CERTIFICATE DELIVERED BY SELLER OR ANY OF ITS AFFILIATES PURSUANT TO THIS AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF NEITHER SELLER NOR ANY KINDOTHER PERSON HAS MADE ANY REPRESENTATION OR WARRANTY, EXPRESS EXPRESSED OR IMPLIED, INCLUDING AS TO THE BUSINESS, THE TRANSFERRED ENTITIES, THE ACQUIRED ASSETS, THE MANUFACTURE, DISTRIBUTION, MARKETING OR SALE OF THE PRODUCTS BY SELLER, THE SELLING AFFILIATES OR THE TRANSFERRED ENTITIES, ANY OTHER ASPECT OF THE RESPECTIVE BUSINESSES OF SELLER, THE SELLING AFFILIATES AND THE TRANSFERRED ENTITIES OR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING THE BUSINESS, THE TRANSFERRED ENTITIES OR THE ACQUIRED ASSETS FURNISHED OR MADE AVAILABLE TO PURCHASER AND ITS REPRESENTATIVES AND (B) PURCHASER HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY FROM SELLER OR ANY OTHER PERSON WITH RESPECT TO THE BUSINESS, THE TRANSFERRED ENTITIES, THE ACQUIRED ASSETS, THE MANUFACTURE, DISTRIBUTION, MARKETING OR SALE OF THE PRODUCTS BY SELLER, THE SELLING AFFILIATES AND THE TRANSFERRED ENTITIES, ANY OTHER ASPECT OF THE RESPECTIVE BUSINESSES OF SELLER, THE SELLING AFFILIATES AND THE TRANSFERRED ENTITIES OR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING THE BUSINESS, THE TRANSFERRED ENTITIES OR THE ACQUIRED ASSETS FURNISHED OR MADE AVAILABLE TO PURCHASER AND ITS REPRESENTATIVES IN DETERMINING TO ENTER INTO THIS AGREEMENT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE IV OR IN ANY EXHIBIT, SCHEDULE OR CERTIFICATE DELIVERED BY SELLER OR ANY OF ITS AFFILIATES PURSUANT TO THIS AGREEMENT. PURCHASER ACKNOWLEDGES THAT, SHOULD THE CLOSING OCCUR, PURCHASER SHALL ACQUIRE THE TRANSFERRED ENTITIES AND THE ACQUIRED ASSETS WITHOUT LIMITATION ANY EXPRESS REPRESENTATION OR IMPLIED WARRANTIES OF WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR A ANY PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS, EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE IV OR IN ANY EXHIBIT, SCHEDULE OR CERTIFICATE DELIVERED BY SELLER OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP OF ITS AFFILIATES PURSUANT TO THIS AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACY.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT FOR GENBAND’S REPRESENTATIONS AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (WARRANTIES PROVIDED IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES ASA, THE SIGNALING BUSINESS IP IS PROVIDED TO PT BY GENBAND “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND, AND GENBAND EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, STATUTORY, EXPRESS OR IMPLIED, INCLUDING INCLUDING, WITHOUT LIMITATION LIMITATION, ANY EXPRESS WARRANTY OR IMPLIED WARRANTIES CONDITION OF MERCHANTABILITY TITLE, MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS OR FITNESS SUITABILITY FOR A ANY PARTICULAR PURPOSE (EVEN IF ON NOTICE OF SUCH PURPOSE), WITH RESPECT TO THE PATENTS NON-INFRINGEMENT, CUSTOM OR ANY LICENSE GRANTED BY MPP AND PFIZER (USAGE IN THE PFIZER-MPP AGREEMENT) HEREUNDERTRADE. EXCEPT FOR BREACHES OF OBLIGATIONS OF CONFIDENTIALITY, INFRINGEMENT, MISAPPROPRIATION OR MISUSE OF A PARTY’S INTELLECTUAL PROPERTY, AND EXCEPT AS MAY BE SET FORTH IN THE ASA, IN NO EVENT SHALL ANY PARTY BE LIABLE FOR ANY INDIRECT, OR WITH RESPECT TO THE COMPOUNDINCIDENTAL, PRODUCT OR LICENSED PRODUCTSPECIAL, OR CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY KIND, OR ANY OTHER MATTER. FURTHERMORELOST BUSINESS, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR LOST SAVINGS, OR LOSS OR DAMAGE TO DATA, OR LOST PROFITS, OR OTHER PROPRIETARY RIGHTS INCLUDED IN DAMAGES BASED ON (A) THE PATENTS IS VALID AMOUNT OF USE OF, OR ENFORCEABLE THE AMOUNT OF REVENUES OR THAT PROFITS EARNED OR OTHER VALUE OBTAINED BY, THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, ANY INTELLECTUAL PROPERTY OR A PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS SERVICE; OR OTHER INTELLECTUAL PROPERTY RIGHTS (B) THE LOST REVENUES OR PROFITS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S PARTY ARISING FROM ANY USE OF THE COMPOUND, ANY INTELLECTUAL PROPERTY OR A PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTYSERVICE, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY REGARDLESS OF THE COMPOUNDCAUSE AND WHETHER ARISING IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), PRODUCT TORT (INCLUDING NEGLIGENCE), OR LICENSED PRODUCT AND IT SHALL BE OTHERWISE, EVEN IF ADVISED OF THE SOLE RESPONSIBILITY POSSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYDAMAGES.

Disclaimer. EXCEPT AS THE LIMITED PARTNER ACKNOWLEDGES THAT THE GENERAL PARTNER HAS NOT MADE, AND THE GENERAL PARTNER HEREBY EXPRESSLY SET FORTH DISCLAIMS AND NEGATES, ANY REPRESENTATION OR WARRANTY (OTHER THAN THOSE EXPRESS REPRESENTATIONS AND WARRANTIES MADE IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN THE PFIZERPURCHASE AND SALE AGREEMENT AND THE CONTRIBUTION AGREEMENT), EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE, RELATING TO THE PROPERTIES TO BE ACQUIRED OR DEVELOPED BY THE PARTNERSHIP, INCLUDING (WITHOUT LIMITATION) THE TITLE TO THE PROPERTIES, THE CONDITION OF THE PROPERTIES, THE ESTIMATED AMOUNT OF ANY PROVED, PROBABLE OR POSSIBLE RESERVES, PRODUCTION RATES, RECOMPLETION OPPORTUNITIES, DECLINE RATES, FUTURE OIL OR GAS PRICES, FUTURE CAPITAL COSTS, FUTURE OPERATING COSTS, FUTURE TAXES, RATES OF RETURN OR FACTS RELATING TO INDUSTRY-MPP AGREEMENT) MAKES NO WIDE RISKS NORMALLY ASSOCIATED WITH THE OIL AND GAS BUSINESS. THE LIMITED PARTNER ACKNOWLEDGES THAT THE GENERAL PARTNER HAS NOT MADE, AND WILL NOT MAKE, AND THE GENERAL PARTNER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, ANY SUCH REPRESENTATION OR WARRANTY (OTHER THAN THOSE EXPRESS REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING MADE IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED AND IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT PURCHASE AND SALE AGREEMENT AND THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH CONTRIBUTION AGREEMENT),WITH REGARD TO THE SAFETY INFORMATION HERETOFORE OR EFFICACY HEREAFTER PROVIDED PURSUANT TO ANY OF THE COMPOUND, PRODUCT PROVISIONS OF OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYIN CONNECTION WITH THIS AGREEMENT.

Disclaimer. 8.1.1 AS-IS; WHERE-IS. THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT HAS BEEN NEGOTIATED BETWEEN SELLER AND BUYER. THIS AGREEMENT REFLECTS THE MUTUAL AGREEMENT OF SELLER AND BUYER, AND BUYER HAS THE RIGHT TO CONDUCT ITS OWN INDEPENDENT EXAMINATION OF THE PROPERTY. OTHER THAN THE MATTERS SPECIFICALLY REPRESENTED IN SECTION 7.1, BY WHICH ALL OF THE FOLLOWING PROVISIONS OF THIS SECTION ARE LIMITED, BUYER HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF SELLER OR ANY SELLER PARTIES, AND BUYER HEREBY ACKNOWLEDGES THAT NO SUCH REPRESENTATIONS OR WARRANTIES HAVE BEEN MADE. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (MAY BE PROVIDED IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS CLOSING DOCUMENTS, SELLER SPECIFICALLY DISCLAIMS, AND EXTENDS NEITHER SELLER NOR ANY SELLER PARTIES NOR ANY OTHER PERSON IS MAKING, ANY REPRESENTATION, WARRANTY OR ASSURANCE WHATSOEVER TO BUYER, AND NO WARRANTIES OR REPRESENTATIONS OF ANY KINDKIND OR CHARACTER, EITHER EXPRESS OR IMPLIED, ARE MADE BY SELLER OR RELIED UPON BY BUYER WITH RESPECT TO THE STATUS OF TITLE TO OR THE MAINTENANCE, REPAIR, CONDITION, DESIGN OR MARKETABILITY OF THE PROPERTY, OR ANY PORTION THEREOF, INCLUDING WITHOUT LIMITATION (i) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (ii) ANY IMPLIED OR IMPLIED WARRANTIES EXPRESS WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (iii) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (iv) ANY RIGHTS OF BUYER UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION, (v) ANY CLAIM BY BUYER FOR DAMAGES BECAUSE OF DEFECTS, WHETHER KNOWN OR UNKNOWN, WITH RESPECT TO THE PATENTS IMPROVEMENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACY.PERSONAL 27

Disclaimer. EXCEPT NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN ANY OTHER DOCUMENT OR AGREEMENT BETWEEN THE PARTIES, THE PRODUCT IS PROVIDED AS EXPRESSLY SET FORTH IN THIS AGREEMENT IS, WHERE IS, AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) AGENCYZOOM MAKES NO REPRESENTATIONS WARRANTY, AND EXTENDS NO WARRANTIES OF ANY KINDHEREBY DISCLAIMS ALL WARRANTIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION BUT NOT LIMITED TO ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-­‐ INFRINGEMENT OF THIRD PARTY RIGHTS, AVAILABILITY, SUITABILITY, ACCURACY OR COMPLIANCE WITH RESPECT APPLICABLE LAW, REGULATION, OR INDUSTRY CUSTOM OR STANDARD, AND AGENCYZOOM DOES NOT WARRANT THAT ACCESS TO OR USE OF THE PRODUCT WILL BE UNINTERRUPTED OR ERROR FREE; IN THE EVENT OF ANY INTERRUPTION, AGENCYZOOM’S SOLE OBLIGATION SHALL BE TO MAKE REASONABLE EFFORTS TO ATTEMPT TO RESTORE ACCESS TO THE PATENTS PRODUCT OR, IN ITS SOLE DISCRETION, TERMINATE THE AGREEMENT IN WHOLE OR IN PART WITHOUT FURTHER OBLIGATION; AGENT ACKNOWLEDGES AND AGREES THAT IT HAS NOT ENTERED INTO THIS AGREEMENT ON THE BASIS OF ANY LICENSE GRANTED BY MPP REPRESENTATIONS OR PROMISES NOT EXPRESSLY CONTAINED HEREIN; WITHOUT LIMITING THE FORGOING, AGENCYZOOM MAKES NO REPRESENTATIONS OR WARRANTIES AND PFIZER (IN ASSUMES NO LIABILITY FOR RESULTS OF THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMOREINFORMATION GENERATED IN WHOLE OR IN PART THROUGH THE PRODUCT OR THE USE OF PRODUCT, NOTHING OR MATERIALS OTHERWISE PROVIDED BY AGENCYZOOM OR GENERATED THROUGH OR WITH THE PRODUCT, INCLUDING WITHOUT LIMITATION, TEMPLATE FORMS, DISCOUNT AVAILABILITY OR AMOUNT, DATA INCLUDING WITHOUT LIMITATION CUSTOMER DATA, RETENTION DATA, OR SALES DATA, AND FOR EACH OF THE FORGOING INCLUDING WITHOUT LIMITATION THEIR USE IN COMBINATION WITH OTHER FEATURES, PRODUCTS, SERVICES, OR COMPONENTS, OR THEIR OR THE PRODUCT’S SUITABILITY OR UNSUITABILITY FOR A PARTICULAR USE OR ENVIRONMENT, INCLUDING WITHOUT LIMITATION FOR USE WITHIN THE INSURANCE INDUSTRY; AGENCYZOOM’S DISCLAIMER OF WARRANTIES AS SET FORTH IN THIS AGREEMENT PARAGRAPH SHALL NOT BE CONSTRUED AS A WARRANTY THAT DIMINISHED OR AFFECTED BY AND NO OBLIGATION OR LIABILITY SHALL ARISE OR GROW OUT OF AGENCYZOOM’S RENDERING OF ADVICE, TECHNICAL OR OTHERWISE, OR SERVICE IN CONNECTION WITH ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE SERVICE FURNISHED UNDER THIS AGREEMENT; AGENCYZOOM SHALL HAVE NO OBLIGATION TO INDEMNIFY AGENT OR ANY PATENT RIGHTS THIRD PARTY AGAINST ANY CLAIM, DAMAGE, LIABILITY OR OTHER INTELLECTUAL PROPERTY RIGHTS LOSS INCLUDING WITHOUT LIMITATION INFRINGEMENT OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION PATENT, TRADEMARK, OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD COPYRIGHT; NOTWITHSTANDING ANYTHING TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYCONTRARY CONTAINED HEREIN.

Disclaimer. ANY ASSIGNMENT AND XXXX OF SALE EXECUTED PURSUANT HERETO SHALL BE EXECUTED WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION AS TO THE MERCHANTABILITY OF ANY OF THE XXXXX OR EQUIPMENT OR THEIR FITNESS FOR ANY PURPOSE, AND WITHOUT ANY OTHER EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION WHATSOEVER EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT SAID ASSIGNMENT AND XXXX OF SALE. IT IS UNDERSTOOD AND AGREED THAT BUYER SHALL HAVE INSPECTED THE PFIZER-MPP AGREEMENTPROPERTY AND PREMISES AND SATISFIED ITSELF AS TO THEIR PHYSICAL AND ENVIRONMENTAL CONDITION, MPP BOTH SURFACE AND PFIZER SUBSURFACE, AND THAT BUYER SHALL ACCEPT ALL OF THE SAME IN THEIR “AS IS, WHERE IS” CONDITION. IN ADDITION NEITHER, SELLER, NOR SELLER’S REPRESENTATIVE (IN THE PFIZER-MPP AGREEMENT) SUMMIT PETROLEUM LLC), MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KINDWARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT AS TO THE PATENTS ACCURACY OR COMPLETENESS OF ANY LICENSE GRANTED BY MPP AND PFIZER (DATA, INFORMATION OR MATERIALS HERETOFORE OR HEREAFTER FURNISHED BUYER IN CONNECTION WITH THE PFIZER-MPP AGREEMENT) HEREUNDERPROPERTIES, OR WITH RESPECT AS TO THE COMPOUNDQUALITY OR QUANTITY OF HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE PROPERTIES OR THE ABILITY OF THE PROPERTIES TO PRODUCE HYDROCARBONS. ANY AND ALL SUCH DATA, PRODUCT OR LICENSED PRODUCT, OR ANY INFORMATION AND OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED MATERIALS FURNISHED BY SELLER AND SELLER’S REPRESENTATIVE IS PROVIDED BUYER AS A WARRANTY THAT CONVENIENCE AND ANY PATENT RELIANCE ON OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTSSAME SHALL BE AT BUYER’S SOLE RISK. BUYER EXPRESSLY WAIVES THE PROVISIONS OF CHAPTER XVII, LICENSED KNOW-HOWSUBCHAPTER E, COMPOUNDSECTIONS 17.41 THROUGH 17.63, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS INCLUSIVE (OTHER THAN SECTION 17.555, WHICH IS NOT WAIVED), VERNON’S TEXAS CODE ANNOTATED BUSINESS AND COMMERCE CODE (THE PATENTS “DECEPTIVE TRADE PRACTICES ACT”). ARTICLE 10 ASSUMPTIONS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACY.INDEMNIFICATION

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH PROVIDED IN THIS AGREEMENT SECTION 3.1 ABOVE, THE PARTIES’ INTELLECTUAL PROPERTY LICENSED HEREUNDER IS PROVIDED “AS IS,” AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO NEITHER PARTY RECEIVES ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION BY STATUTE, COMMUNICATION OR CONDUCT WITH THE OTHER PARTY, OR OTHERWISE. EACH PARTY SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSESPECIFIC PURPOSE OR NON-INFRINGEMENT CONCERNING ITS INTELLECTUAL PROPERTY LICENSED HEREUNDER. WITHOUT LIMITING THE FOREGOING, WITH RESPECT TO THE PATENTS (A) NEITHER PARTY PROVIDES A WARRANTY THAT ITS INTELLECTUAL PROPERTY LICENSED HEREUNDER OR ANY LICENSE GRANTED BY MPP PORTION THEREOF IS ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION OR LOSS OF DATA, AND PFIZER NEITHER PARTY PROVIDES ANY WARRANTY REGARDING THE USE OF ITS INTELLECTUAL PROPERTY LICENSED HEREUNDER OR THE RESULTS THEREFROM, INCLUDING, WITHOUT LIMITATION, ITS CORRECTNESS, ACCURACY OR RELIABILITY AND (IN THE PFIZER-MPP AGREEMENTB) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS (I) A WARRANTY OR REPRESENTATION BY EITHER PARTY AS TO THE VALIDITY OR SCOPE OF ANY INTELLECTUAL PROPERTY LICENSED HEREUNDER; (II) A WARRANTY OR REPRESENTATION THAT ANY PATENT ACTS LICENSED OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED IMMUNIZED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER BE FREE FROM INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUNDPROPERTY, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS THOSE UNDER WHICH LICENSES, IMMUNITIES AND LICENSED KNOW-HOWOTHER RIGHTS HAVE BEEN GRANTED HEREUNDER; (III) AN AGREEMENT TO BRING OR PROSECUTE ACTIONS OR SUITS AGAINST THIRD PARTIES FOR INFRINGEMENT OR AGREEMENT CONFERRING ANY RIGHT TO BRING OR PROSECUTE ACTIONS OR SUITS AGAINST THIRD PARTIES FOR INFRINGEMENT; OR (IV) CONFERRING ANY RIGHT TO USE, IN ADVERTISING, PUBLICITY, OR OTHERWISE, ANY TRADEMARK OR TRADE NAME, OR ANY CONTRACTION, ABBREVIATION OR SIMULATION THEREOF, OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYEITHER PARTY.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) EPIX MAKES NO REPRESENTATIONS AND EXTENDS NO OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, PURPOSE WITH RESPECT TO THE EPIX PATENTS OR EPIX KNOW-HOW OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) EPIX HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT ANY EPIX PROGRAM COMPOUNDS OR LICENSED PRODUCT, OR ANY OTHER MATTERPRODUCTS. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE EPIX PATENTS IS ARE VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED EPIX PATENTS AND EPIX KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS HOW CONTEMPLATED HEREUNDER WILL DOES NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (EXCEPT AS EXPRESSLY SET FORTH IN THE PFIZER-MPP THIS AGREEMENT) ALSO MAKE , GSK MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY GSK PATENT OR GSK CONFIDENTIAL INFORMATION OR ANY LICENSE GRANTED BY GSK HEREUNDER, OR WITH RESPECT TO ANY GSK DEVELOPMENT COMPOUNDS OR LICENSED PRODUCTS. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE GSK PATENTS ARE VALID OR ENFORCEABLE OR THAT USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL GSK PATENTS AND GSK KNOW-HOW CONTEMPLATED HEREUNDER DOES NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN OF ANY THIRD PARTY. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE PATENTS AND LICENSED KNOW-HOW) SECRETARY OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD COMMISSION PURSUANT TO THE SAFETY OR EFFICACY COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYEXCHANGE ACT; [*] DENOTES OMISSIONS.

Disclaimer. ANY ASSIGNMENT AND XXXX OF SALE EXECUTED PURSUANT HERETO SHALL BE EXECUTED WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION AS TO THE MERCHANTABILITY OF ANY OF THE XXXXX OR EQUIPMENT OR THEIR FITNESS FOR ANY PURPOSE, AND WITHOUT ANY OTHER EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION WHATSOEVER EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND SAID ASSIGNMENT. IT IS UNDERSTOOD AND AGREED THAT BUYER SHALL HAVE INSPECTED THE PFIZERPROPERTIES AND PREMISES AND SATISFIED ITSELF AS TO THEIR PHYSICAL AND ENVIRONMENTAL CONDITION, BOTH SURFACE AND SUBSURFACE, AND, OTHER THAN THE REPRESENTATIONS AND WARRANTIES REFERRED TO IN THE PRECEDING SENTENCE, AND SUBJECT TO ANY SELLER POST-MPP CLOSING ENVIRONMENTAL OBLIGATION, BUYER SHALL ACCEPT ALL OF THE PROPERTIES IN THEIR “AS IS, WHERE IS” CONDITION. IN ADDITION, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, MPP AND PFIZER NEITHER SELLERS, NOR AGENT (AS DEFINED IN THE PFIZER-MPP AGREEMENTSECTION 13.2) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KINDWARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT AS TO THE PATENTS ACCURACY OR COMPLETENESS OF ANY LICENSE GRANTED BY MPP AND PFIZER (DATA, INFORMATION OR MATERIALS HERETOFORE OR HEREAFTER FURNISHED TO BUYER IN CONNECTION WITH THE PFIZER-MPP AGREEMENT) HEREUNDERPROPERTIES, OR WITH RESPECT AS TO THE COMPOUNDQUALITY OR QUANTITY OF HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE PROPERTIES OR THE ABILITY OF THE PROPERTIES TO PRODUCE HYDROCARBONS, PRODUCT OR LICENSED PRODUCTAND ANY AND ALL SUCH DATA, OR ANY INFORMATION AND OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED MATERIALS FURNISHED BY SELLERS IS PROVIDED TO BUYER AS A WARRANTY THAT CONVENIENCE, AND ANY PATENT RELIANCE ON OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTSSAME SHALL BE AT BUYER’S SOLE RISK. BUYER EXPRESSLY WAIVES THE PROVISIONS OF CHAPTER XVII, LICENSED KNOW-HOWSUBCHAPTER E, COMPOUNDSECTIONS 17.41 THROUGH 17.63, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS INCLUSIVE (OTHER THAN SECTION 17.555, WHICH IS NOT WAIVED), VERNON’S TEXAS CODE ANNOTATED BUSINESS AND COMMERCE CODE (THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACY“DECEPTIVE TRADE PRACTICES ACT”).

Disclaimer. EXCEPT AS FOR ANY REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH PROVIDED (i) IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (ii) IN THE PFIZER-MPP AGREEMENTEXHIBITS ATTACHED HERETO, (iii) MAKES NO IN ANY DOCUMENT WHICH WAS (a) GENERATED BY SELLER OR BY INTEGRATED PROPERTY MANAGEMENT, INC., IN ITS ROLE AS PROPERTY MANAGER OF THE PREMISES FOR THE SELLER, DURING SELLER'S PERIOD OF OWNERSHIP (BUT NOT ANY INCLUDING DRAFT DOCUMENT AND NOT INCLUDING ANY DOCUMENT GENERATED BY ANY AGENT OF SELLER OR INTEGRATED PROPERTY MANAGEMENT, INC.), AND (b) PART OF THE DISCLOSURE DOCUMENTATION MADE AVAILABLE BY SELLER TO PURCHASER, (iv) IN ANY DOCUMENT EITHER GENERATED AND DELIVERED OR EXECUTED BY SELLER AT CLOSING, PURCHASER DOES HEREBY WAIVE AND SELLER DOES HEREBY DISCLAIM ALL REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KINDKIND OR TYPE WHATSOEVER WITH RESPECT TO THE PREMISES, EXPRESS WHETHER EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES BY WAY OF DESCRIPTION BUT NOT LIMITATION, THOSE OF MARKETABILITY, MERCHANTABILITY OR OF TITLE, FITNESS FOR A PARTICULAR PURPOSE, TENANTABILITY, HABITABILITY, AND USE INCLUDING, WITHOUT LIMITATION, ANY AND ALL REPRESENTATIONS AND WARRANTIES RELATING TO THE PREMISES, THE QUALITY, VALUE, PHYSICAL ASPECTS OR CONDITION THEREOF, ANY DIMENSIONS OR SPECIFICATIONS OF THE PREMISES, THE FEASIBILITY, DESIRABILITY, CONVERTIBILITY OF THE PREMISES FOR OR INTO ANY PARTICULAR USE, THE CURRENT OR PROJECTED INCOME OR EXPENSES OF THE PREMISES, COMPLIANCE BY THE PREMISES WITH ANY APPLICABLE GOVERNMENTAL LAWS AND REGULATIONS INCLUDING, WITHOUT LIMITATION, BUILDING AND ZONING CODES, THE SOIL CONDITIONS OF THE PREMISES, WHETHER THE PREMISES IS SERVED BY SUFFICIENT UTILITIES INCLUDING, WITHOUT LIMITATION, WATER, SEWER, GAS, ELECTRIC AND TELEPHONE SERVICE, AND THE COMPLIANCE, IF ANY, BY THE PREMISES WITH ANY ENVIRONMENTAL REQUIREMENTS, AND ANY OTHER MATTER WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER PREMISES. For purposes of this paragraph, the term "draft document" shall mean either (IN THE PFIZER-MPP AGREEMENTi), if there is a document of which there are several dated versions, only the document with the latest date shall be considered the final document and all earlier versions shall be deemed to be "draft documents", and (ii) HEREUNDERif a document is one which provides for initials or signature, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTERall such documents which do not bear all required initials and signature(s) shall be deemed draft documents. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYSeller agrees to cooperate reasonably with Purchaser during the Due Diligence Period in order to identify final documents.

Disclaimer. PURCHASER ACKNOWLEDGES THAT EXCEPT FOR THE EXPRESS WARRANTIES AND REPRESENTATIONS CONTAINED IN THIS AGREEMENT, PURCHASER IS NOT RELYING ON ANY WRITTEN, ORAL, IMPLIED OR OTHER REPRESENTATIONS, STATEMENTS OR WARRANTIES BY SELLER OR ANY AGENT OF SELLER OR ANY REAL ESTATE BROKER OR SALESMAN. EXCEPT WITH RESPECT TO THOSE REPRESENTATIONS, WARRANTIES AND AGREEMENTS CONTAINED IN THIS AGREEMENT, ALL PREVIOUS WRITTEN, ORAL, IMPLIED OR OTHER STATEMENTS, REPRESENTATIONS, WARRANTIES OR AGREEMENTS, IF ANY, ARE MERGED HEREIN. SELLER HAS NOT MADE, DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY WARRANTIES, REPRESENTATIONS, COVENANTS OR GUARANTEES, EXPRESSED OR IMPLIED, OR ARISING BY OPERATION OF LAW, AS TO THE MERCHANTABILITY, HABITABILITY, QUANTITY, QUALITY OR ENVIRONMENTAL CONDITION OF THE PROPERTY OR ITS SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE EXCEPT TO THE EXTENT THAT SUCH ARE EXPRESSLY STATED IN THIS AGREEMENT. AT CLOSING AND EXCEPT WITH RESPECT TO THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY STATED IN THIS AGREEMENT, PURCHASER SHALL BE DEEMED TO HAVE ACCEPTED THE PROPERTY IN ITS PRESENT CONDITION ON AN “AS IS”, “WHERE IS” AND “WITH ALL FAULTS”, INCLUDING ENVIRONMENTAL, BASIS AND, EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, SHALL BE DEEMED TO HAVE ACKNOWLEDGED AND AGREED THAT (i) WITHOUT THIS ACCEPTANCE, THIS SALE WOULD NOT BE MADE, (ii) SELLER SHALL BE AND IS UNDER NO OBLIGATION WHATSOEVER TO UNDERTAKE ANY REPAIR, ALTERATION, REMEDIATION OR OTHER WORK OF ANY KIND WITH RESPECT TO ANY PORTION OF THE PROPERTY, (iii) THAT THE CONSIDERATION PAID BY PURCHASER REFLECTS THE CONDITION OF THE PROPERTY EXISTING AS OF THE CLOSING DATE, INCLUDING THE PRESENCE OF ANY ENVIRONMENTAL CONTAMINATION THEREON, AND (iv) PURCHASER'S USE OR INTENDED USE OF THE PROPERTY MAY BE IMPAIRED BY ITS ENVIRONMENTAL CONDITION. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, SELLER IS HEREBY RELEASED BY PURCHASER AND ITS SUCCESSORS AND ASSIGNS OF AND FROM ANY AND ALL RESPONSIBILITY, LIABILITY, OBLIGATIONS AND CLAIMS, KNOWN OR UNKNOWN, INCLUDING (1) ANY OBLIGATION TO TAKE THE PROPERTY BACK OR REDUCE THE PRICE, OR (2) ACTIONS FOR CONTRIBUTION OR INDEMNITY, THAT PURCHASER OR ITS SUCCESSORS AND ASSIGNS MAY HAVE AGAINST SELLER OR THAT MAY ARISE IN THE FUTURE, BASED IN WHOLE OR IN PART, UPON THE PRESENCE OF TOXIC OR HAZARDOUS SUBSTANCES, MATERIALS, OR WASTES OR OTHER ACTUAL OR POTENTIAL ENVIRONMENTAL CONTAMINATES ON WITHIN OR UNDER THE SURFACE OF THE PROPERTY EXCEPT TO THE EXTENT THAT THE PRESENCE OF SUCH TOXIC OR HAZARDOUS SUBSTANCES, MATERIALS OR WASTE IS EITHER (A) CAUSED TO EXIST ON THE PROPERTY AS THE RESULT OF ANY ACTS OF SELLER OR SELLER’S AFFILIATES OR (B) IS WITHIN THE KNOWLEDGE OF SELLER AND IS NOT WITHIN THE KNOWLEDGE OF PURCHASER AS OF THE CLOSING DATE. PURCHASER FURTHER ACKNOWLEDGES THAT THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY EXPLAINED TO PURCHASER AND THAT PURCHASER FULLY UNDERSTANDS AND ACCEPTS THE SAME. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE CLOSING. NOTHING IN THIS SECTION 16.27 SHALL BE CONSTRUED TO LIMIT SELLER’S WARRANTIES, REPRESENTATIONS, AGREEMENTS, OR OBLIGATIONS EXPRESSLY SET FORTH IN THIS AGREEMENT AGREEMENT. TO THE EXTENT THAT THIS SECTION 16.27 CONFLICTS WITH ANY OF THE REPRESENTATIONS, WARRANTIES AND THE PFIZER-MPP COVENANTS SET FORTH ELSEWHERE IN THIS AGREEMENT, MPP THEN THE REPRESENTATIONS, WARRANTIES AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES COVENANTS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING SET FORTH ELSEWHERE IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTYCONTROL. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACY.Desoto Trade Center - Eastgate

Disclaimer. EXCEPT AS EXPRESSLY GALILEO ACKNOWLEDGES THAT (A) MCI REPRESENTS THAT THE SIZE, DESIGN, CAPACITY OF THE NETWORK AND THE MANUFACTURER OF THE EQUIPMENT HAVE BEEN PROVIDED BY MCI BASED UPON INFORMATION AND REQUIREMENTS PROVIDED BY GALILEO; (B) MCI IS NOT A MANUFACTURER, DEALER, OR DISTRIBUTOR OF ANY EQUIPMENT; (C) NO MANUFACTURER OR SUPPLIER OR ANY OF THEIR REPRESENTATIVES IS AN AGENT OF MCI OR AUTHORIZED TO WAIVE OR ALTER ANY TERM OR CONDITION OF THIS SCHEDULE NO. 5 AND (D) MCI'S WARRANTY OBLIGATIONS, IF ANY, WITH RESPECT TO THE EQUIPMENT ARE SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENTSCHEDULE NO. 5. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SCHEDULE NO. 5, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MCI MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KINDWARRANTIES, EXPRESS OR IMPLIED, AS TO ANY EQUIPMENT. MCI SPECIFICALLY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THIS WRITING SHALL, WITH RESPECT IN NO WAY, RESTRICT GALILEO FROM SEEKING ALTERNATIVE SUPPLIERS OF SUCH EQUIPMENT AS GALILEO SPECIFIES UNDER ITS OWN NORMAL BUSINESS PRATICES AND FOR WHICH IT ENTERS INTO AN AGREEMENT INDEPENDENT OF THIS SCHEDULE NO. 5. NO REPRESENTATION BY ANY SUPPLIER(S) SHALL IN ANY WAY AFFECT GALILEO'S DUTY TO PAY THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER PAYMENTS (AS DEFINED IN THE PFIZER-MPP AGREEMENTEQUIPMENT SCHEDULE) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN AND PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYSCHEDULE NO.5.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S 'S OR LICENSEE(S)’S 'S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S 'S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR SAFETYOR EFFICACY.

Disclaimer. BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND OR THE PFIZER-MPP AGREEMENTLEASE, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF SELLER HAS NOT MADE ANY KINDREPRESENTATIONS, WARRANTIES, GUARANTIES, PROMISES, STATEMENTS OR ASSURANCES WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING DIRECTLY OR THROUGH ANY EMPLOYEE OR AGENT, AS TO THE CONDITION OF THE PROPERTY OR ANY OTHER MATTER, INCLUDING, BUT NOT LIMITED TO, HAZARDOUS MATERIALS. WITHOUT LIMITATION LIMITING THE GENERALITY OF THE FOREGOING IN ANY EXPRESS WAY, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY IN THE LEASE, SELLER EXPRESSLY DISCLAIMS MAKING OR FITNESS FOR A PARTICULAR PURPOSE, HAVING MADE ANY REPRESENTATIONS OR WARRANTY WITH RESPECT TO THE PATENTS DOCUMENTS AND MATERIALS FURNISHED BY SELLER. BUYER ACKNOWLEDGES AND AGREES THAT EXCEPT FOR SELLER'S EXPRESS COVENANTS, REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT AND THE LEASE, SELLER SPECIFICALLY DISCLAIMS: (A) ALL MATTERS RELATING TO THE TITLE TOGETHER WITH ALL GOVERNMENTAL AND OTHER LEGAL REQUIREMENTS SUCH AS TAXES, ASSESSMENTS, ZONING, USE PERMIT REQUIREMENTS, BUILDING PERMIT REQUIREMENTS, BUILDING CODES AND OTHER DEVELOPMENT REQUIREMENTS; (B) THE PHYSICAL CONDITION OF THE PROPERTY; (C) ALL OTHER MATTERS OF ANY SIGNIFICANCE AFFECTING THE PROPERTY, WHETHER PHYSICAL IN NATURE OR ANY LICENSE GRANTED BY MPP AND PFIZER (INTANGIBLE IN NATURE, SUCH AS THE PFIZER-MPP AGREEMENT) HEREUNDER, OR POLITICAL CLIMATE WITH RESPECT TO THE COMPOUNDGOVERNMENTAL AGENCIES THAT HAVE JURISDICTION OVER THE PROPERTY, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE DEVELOPMENT OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT PROPERTY OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OPERATION OF THE COMPOUNDPROPERTY; (D) THE EXISTENCE, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS QUALITY, NATURE, ADEQUACY AND PHYSICAL CONDITION OF UTILITIES SERVING THE PROPERTY; (OTHER THAN E) THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY ECONOMICS OF THE COMPOUNDPRESENT OR FUTURE OWNERSHIP AND/OR OPERATION OF THE PROPERTY; AND (F) THE EXISTENCE OF HAZARDOUS MATERIALS IN, PRODUCT UNDER OR LICENSED PRODUCT AND IT SHALL BE AFFECTING THE SOLE RESPONSIBILITY PROPERTY; AND, BUYER IS PURCHASING THE PROPERTY "AS IS-WITH ALL DEFECTS" BASED UPON BUYER'S OWN INSPECTION OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACY.THE PROPERTY. /s/ /s/ Buyer's Initials Seller's Initials

Disclaimer. (a) THE NHRS MEMBERSHIP INTEREST BEING TRANSFERRED PURSUANT HERETO, TOGETHER WITH BUSINESS OF NHRS (INCLUDING ITS ASSETS AND LIABILITIES), ARE BEING TRANSFERRED TO IM COMET "AS IS" AND "WHERE IS" AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR USE OR A PARTICULAR PURPOSE, ARE EXCLUDED AND DISCLAIMED (EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT ARTICLE 2). IM COMET, FOR ITSELF AND THE PFIZER-MPP AGREEMENTFOR NHRS (AS ITS MANAGING MEMBER), MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES HEREBY WAIVES ALL RIGHTS IT MAY HAVE TO ASSERT ON ITS OWN BEHALF OR ON BEHALF OF NHRS ACTING UNDER ITS CONTROL THAT EPS, EPSC, OR ANY KINDOF THEIR AFFILIATES OR ANY PARTY ACTING ON BEHALF OF EPS, EXPRESS EPSC, OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OF THEIR AFFILIATES HAS MADE ANY REPRESENTATION OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTY WITH RESPECT TO NHRS (EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE 2 OF THIS AGREEMENT), INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY CONCERNING THE PATENTS FINANCIAL CONDITION, SALES, PROFITABILITY, INCOME OR ANY LICENSE GRANTED BY MPP FUTURE VALUE OR PROSPECTS OF NHRS AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDERHEREBY FURTHER WAIVE ALL RIGHTS THEY MAY HAVE TO SEEK DAMAGES, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, RIGHTS OF OFFSET OR ANY OTHER MATTER. FURTHERMORE, NOTHING RELIEF BASED UPON AN ALLEGED BREACH OR INACCURACY OF ANY REPRESENTATION OR WARRANTY CONCERNING NHRS (EXCEPT TO THE EXTENT EXPRESSLY PROVIDED IN THIS AGREEMENT SHALL BE CONSTRUED AS FOR A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE BREACH OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE 2 OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP THIS AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACY.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP DocuSign Envelope ID: F0C62F1B-BD77-4D06-9219-67924AA8E188 AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACY.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP DocuSign Envelope ID: 174398E9-7BC6-4D69-97DC-01A43A37BFC6 AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACY.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN PROVIDED HEREIN, THE SVR CP SPECIFICATIONS AND ALL OTHER INFORMATION AND MATERIALS PROVIDED HEREUNDER ARE PROVIDED “AS IS”. SONY MAKES NO REPRESENTATION OR WARRANTY AS TO THE VALUE OR UTILITY OF THE LICENSED PATENTS, THE LICENSED KNOW-HOW AND COPYRIGHTS, OR OTHER INFORMATION TO BE SUPPLIED PURSUANT TO THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP SUCH AS BUT NOT LIMITED TO THE SVR CP SPECIFICATIONS AND PFIZER (IN OTHER TECHNICAL INFORMATION, IF ANY, OR THE PFIZER-MPP AGREEMENT) ABILITY OF LICENSEE TO MAKE USE THEREOF TO SECURE INTERCHANGEABILITY OR INTEROPERABILITY WITH OTHER LICENSED PRODUCTS. SONY MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EXPRESS REPRESENTATION OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR WHATSOEVER THAT THE MPP’S OR LICENSEE(S)’S USE OF THE LICENSED PATENTS, THE LICENSED KNOW-HOWHOW AND COPYRIGHTS OR OTHER INFORMATION, COMPOUND, PRODUCT INCLUDING BUT NOT LIMITED TO SVR CP SPECIFICATIONS SUPPLIED TO LICENSEE PURSUANT TO THIS AGREEMENT DOES NOT INFRINGE OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE CAUSE INFRINGEMENT OF ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS RIGHT OWNED OR CONTROLLED BY ANY THIRD PARTY. LICENSEE UNDERSTANDS AND AGREES THAT SONY MAKES NO WARRANTY WHATSOEVER THAT ANY MANUFACTURING, HAVING MANUFACTURED OR SELLING OF LICENSED PRODUCTS WILL BE FREE FROM INFRINGEMENT OF ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE SONY MAKES NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD STATUTORY OR OTHERWISE, AND EXPRESSLY DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ANY EQUIVALENTS UNDER THE LAWS OF ANY JURISDICTION THAT MIGHT ARISE FROM ANY ACTIVITIES OR INFORMATION DISCLOSURES RELATING TO THIS AGREEMENT. WITHOUT LIMITING THE SAFETY FOREGOING, SONY DOES NOT REPRESENT OR EFFICACY OF WARRANT THAT MG-R(SVR) FOR EMPR IS IMMUNE TO HACKING, CODE BREAKING, PIRACY OR OTHER EFFORTS TO CIRCUMVENT THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYTECHNOLOGY.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH FOR THE EXPRESS (LIMITED) REPRESENTATIONS AND/OR WARRANTIES OF SELLER CONTAINED IN THIS AGREEMENT SECTION 8(b) HEREOF (SUBJECT TO THE LIMITATIONS AND RESTRICTIONS HEREIN), AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (APPLICABLE WARRANTY OF TITLE TO BE CONTAINED IN THE PFIZER-MPP AGREEMENTDEED OR OTHER CLOSING DOCUMENTS (WHEN AND IF CLOSING OCCURS) MAKES NO REPRESENTATIONS (COLLECTIVELY, THE “SELLER EXPRESS WARRANTIES”), PURCHASER ACKNOWLEDGES AND EXTENDS NO WARRANTIES AGREES THAT SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KINDKIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, INCLUDING ORAL OR WRITTEN, PAST, PRESENT, OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION LIMITATION, THE WATER, SOIL AND GEOLOGY OF THE REAL PROPERTY, (B) THE INCOME TO BE DERIVED FROM THE PROPERTY, (C) THE SUITABILITY OF THE PROPERTY FOR ANY EXPRESS AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT OR IMPLIED WARRANTIES DESIRE TO CONDUCT THEREON OR THEREWITH, AND THE SUITABILITY OF MERCHANTABILITY THE REAL PROPERTY FOR CONSTRUCTION OF IMPROVEMENTS OR THE AVAILABILITY OF UTILITIES TO THE PROPERTY, (D) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, INCLUDING, WITHOUT LIMITATION, BUILDING, FIRE AND SAFETY CODES, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSEPURPOSE OF THE PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (G) THE QUALITY, STATE OF REPAIR OR LACK OF REPAIR OR CONDITION OF THE PROPERTY, (H) THE QUALITY, ENFORCEABILITY, ASSIGNABILITY, VALUE, DESIRABILITY OF TERMS, AND/OR LEGAL INTERPRETATION OF ANY PART OF THE PROPERTY THAT IS COMPRISED OF CONTRACTS OR INTANGIBLES, AND (H) ANY OTHER MATTER WITH RESPECT TO THE PATENTS PROPERTY OR THE AREA IN WHICH IT IS LOCATED. EXCEPT FOR THE SELLER EXPRESS WARRANTIES, SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY DISCLAIMS ANY LICENSE GRANTED REPRESENTATIONS REGARDING WHETHER THE PROPERTY DOES OR DOES NOT CONTAIN ANY HAZARDOUS, TOXIC OR REGULATED MATERIALS, INCLUDING SOLID WASTE, AS DEFINED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDERU.S. ENVIRONMENTAL PROTECTION AGENCY REGULATIONS AT 40 C.F.R., PART 261, OR REGARDING WHETHER THE PROPERTY COMPLIES WITH RESPECT TO THE COMPOUNDANY ENVIRONMENTAL ​ LAND SALE CONTRACT-341.3 ACRES IN HARRIS COUNTY, PRODUCT OR LICENSED PRODUCTTX-XXXXX SPOILS TRACTS (EAST & WEST XXXXX PLACEMENT AREAS LLC & EQUITY RESOURCE PARTNERS-EAST WEST, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENTLLC) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACY.​

Disclaimer. EXCEPT UPON THE ACCEPTANCE OF THE AIRCRAFT FOR LEASE HEREUNDER IT SHALL BE DEEMED TO BE LEASED HEREUNDER "AS EXPRESSLY SET FORTH IN IS" AND "WHERE IS." LESSOR HAS NOT AND SHALL NOT BE DEEMED TO HAVE MADE (WHETHER BY VIRTUE OF HAVING LEASED THE AIRCRAFT UNDER THIS AGREEMENT AND LEASE OR HAVING ACQUIRED THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDERAIRCRAFT, OR WITH RESPECT HAVING DONE OR FAILED TO THE COMPOUND, PRODUCT OR LICENSED PRODUCTDO ANY ACT, OR HAVING ACQUIRED OR FAILED TO ACQUIRE ANY OTHER MATTER. FURTHERMORESTATUS UNDER OR IN RELATION TO THIS LEASE OR OTHERWISE), NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT AND LESSOR HEREBY SPECIFICALLY DISCLAIMS, ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD AS TO THE SAFETY TITLE, CONDITION, DESIGN, OPERATION, MERCHANTABILITY, FREEDOM FROM CLAIMS OF INTERFERENCE OR EFFICACY INFRINGEMENT OR THE LIKE, OR FITNESS FOR USE FOR A PARTICULAR PURPOSE OF THE COMPOUNDAIRCRAFT, PRODUCT OR LICENSED PRODUCT AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP OF THE AIRCRAFT, THE ABSENCE THEREFROM OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, OR AS TO ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED (INCLUDING ANY IMPLIED WARRANTY ARISING FROM A COURSE OF PERFORMANCE OR DEALING OR USAGE OF TRADE), WITH RESPECT TO THE AIRCRAFT; AND IT LESSEE HEREBY WAIVES, RELEASES, RENOUNCES AND DISCLAIMS EXPECTATION OF OR RELIANCE UPON ANY SUCH WARRANTY OR WARRANTIES. LESSOR SHALL NOT HAVE ANY RESPONSIBILITY OR LIABILITY TO LESSEE OR ANY OTHER PERSON, WHETHER ARISING IN CONTRACT OR TORT OUT OF ANY NEGLIGENCE OR STRICT LIABILITY OF LESSOR OR OTHERWISE, FOR (I) ANY LIABILITY, LOSS OR DAMAGE CAUSED OR ALLEGED TO BE CAUSED DIRECTLY OR INDIRECTLY BY THE SOLE RESPONSIBILITY AIRCRAFT OR ANY ENGINE OR BY ANY INADEQUACY THEREOF OR DEFICIENCY OR DEFECT THEREIN OR BY ANY OTHER CIRCUMSTANCE IN CONNECTION THEREWITH, (II) THE USE, OPERATION OR PERFORMANCE OF LICENSEE THE AIRCRAFT OR ANY RISKS RELATING THERETO, (III) ANY INTERRUPTION OF SERVICE, LOSS OF BUSINESS OR ANTICIPATED PROFITS OR CONSEQUENTIAL DAMAGES OR (IV) THE DELIVERY, OPERATION, SERVICING, MAINTENANCE, REPAIR, IMPROVEMENT OR REPLACEMENT OF THE AIRCRAFT. THE WARRANTIES AND REPRESENTATIONS SET FORTH IN THIS SECTION 7.1 ARE EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, AND LESSOR SHALL NOT BE DEEMED TO ENSURE SUCH SAFETY OR EFFICACYHAVE MADE ANY OTHER WARRANTIES, EXCEPT AND ONLY TO THE EXTENT OF THOSE WARRANTIES SET FORTH IN SECTION 4 OF THIS LEASE.

Disclaimer. LANDLORD AND TENANT EXPRESSLY ACKNOWLEDGE AND AGREE, AS A MATERIAL PART OF CONSIDERATION FOR LANDLORD'S ENTERING INTO THIS LEASE WITH TENANT, THAT, EXCEPT AS OTHERWISE SET FORTH IN THIS LEASE, LANDLORD HAS MADE NO WARRANTIES TO TENANT AS TO THE USE OR CONDITION OF THE PREMISES OR THE BUILDING, EITHER EXPRESSED OR IMPLIED, AND LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES OR THE BUILDING ARE SUITABLE FOR TENANTS INTENDED COMMERCIAL PURPOSE OR ANY OTHER WARRANTY (EXPRESSED OR IMPLIED) REGARDING THE PREMISES OR THE BUILDING. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND LEASE OR IN THE PFIZER-MPP WORK LETTER AGREEMENT, MPP LANDLORD AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS TENANT EXPRESSLY AGREE THAT THERE ARE NO, AND EXTENDS NO WARRANTIES OF ANY KINDSHALL NOT BE ANY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR MERCHANTABILITY, HABITABILITY, FITNESS FOR A PARTICULAR PURPOSEPURPOSE OR ANY OTHER KIND ARISING OUT OF THIS LEASE, ALL SUCH OTHER EXPRESSED OR IMPLIED WARRANTIES IN CONNECTION HEREWITH BEING EXPRESSLY DISCLAIMED AND WAIVED; PROVIDED, HOWEVER, LANDLORD HEREBY REPRESENTS TO TENANT THAT THEY HAVE NOT BEEN NOTIFIED OF ANY OUTSTANDING BUILDING DEPARTMENT VIOLATIONS OR OPEN ALTERATION APPLICATIONS WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP BUILDING. LANDLORD SHALL USE ITS BEST EFFORTS TO OBTAIN A CERTIFICATE OF OCCUPANCY BASED ON THE THEN CURRENT CONFIGURATION AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS PREMISES UPON COMPLETION OF ANY THIRD PARTY. MPP AND PFIZER (THE BUILDING IMPROVEMENTS CONTAINED IN THE PFIZER-MPP WORK LETTER AGREEMENT) ALSO MAKE . LANDLORD SHALL AGREE TO ASSIST TENANT WITH ANY BUILDING PERMIT APPROVALS, AT NO REPRESENTATION COST OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD EXPENSE TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYLANDLORD.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP DocuSign Envelope ID: D912197B-D81E-47C3-A57B-57CF17C9819B AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACY.

Disclaimer. EXCEPT AS EXPRESSLY THE WARRANTIES SET FORTH IN SECTION 9.1, ABOVE, ARE IN LIEU OF, AND THIS AGREEMENT AND THE PFIZER-MPP AGREEMENTEXPRESSLY EXCLUDES, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KINDALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION LIMITATION, (a) ANY EXPRESS WARRANTY THAT THE CONSULTING SERVICES WILL ENABLE CLIENT TO SECURE INVESTMENT CAPITAL CONTRIBUTIONS NECESSARY TO IMPLEMENT THE OBJECTIVES OUTLINED IN BUSINESS PLANS DEVELOPED AS PART OF THE CONSULTING SERVICES; (b) ANY WARRANTY THAT THE ENTITY/ENTITIES CONTEMPLATED IN ANY BUSINESS PLAN BY WAY OF MERGER, ACQUISITION OR IMPLIED OTHERWISE WILL IN FACT BE FORMED AS A DIRECT RESULT OF SAID BUSINESS PLAN AND/OR CONSULTING SERVICES; (c) ANY WARRANTY THAT IF ENTITY/ENTITIES IS/ARE INDEED FORMED BY CLIENT ACCORDING TO THE FORM SET FORTH IN SAID BUSINESS PLAN OR AS A RESULT OF THE CONSULTING SERVICES, THAT SUCH ENTITY WILL GENERATE A PROFIT FOR CLIENT AND/OR WILL EVENTUALLY CAUSE AN INCREASE IN THE VALUATION OF CLIENT'S STOCK OR COMPANY MARKETABILITY OR OTHERWISE; (d) ANY AND ALL WARRANTIES OF MERCHANTABILITY OR MERCHANTABILITY; AND (e) ANY AND ALL WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE. Limitation of Liability. CONSULTANT IS NOT LIABLE FOR ANY INDIRECT, WITH RESPECT TO INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING THE PATENTS LOSS OF PROFITS, REVENUE, DATA, OR USE OR COST OF PROCUREMENT OF SUBSTITUTE GOODS INCURRED BY CLIENT OR ANY LICENSE GRANTED BY MPP AND PFIZER (THIRD PARTY, WHETHER IN THE PFIZER-MPP AGREEMENT) HEREUNDERAN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, EVEN IF CONSULTANT OR ANY OTHER MATTERPERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, NOTHING IN CONSULTANT'S LIABILITY FOR DAMAGES UNDER THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN NOT EXCEED THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AMOUNTS ACTUALLY PAID BY CLIENT TO CONSULTANT FOR CONSULTING SERVICES UNDER THIS AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACY.

Disclaimer. PURCHASER ACKNOWLEDGES AND AGREES THAT EXCEPT AS EXPRESSLY SET FORTH SPECIFICALLY PROVIDED IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP SELLER HAS NOT MADE, DOES NOT MAKE AND PFIZER SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE IMPLIED WARRANTY OF TITLE IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES DEED, AS DEFINED BELOW), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KINDKIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, INCLUDING ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE PROPERTY, (C) THE SUITABILITY OF THE PROPERTY FOR ANY EXPRESS AND ALL ACTIVITIES AND USES WHICH PURCHASER OR IMPLIED WARRANTIES ANY TENANT MAY CONDUCT THEREON, (D) THE COMPLIANCE OF MERCHANTABILITY OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSEPURPOSE OF THE PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, OR (H) COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF HAZARDOUS MATERIALS (AS DEFINED BELOW), (I) ZONING TO WHICH THE PROPERTY OR ANY PORTION THEREOF MAY BE SUBJECT, (J) THE AVAILABILITY OF ANY UTILITIES TO THE PROPERTY OR ANY PORTION THEREOF INCLUDING, WITHOUT LIMITATION, WATER, SEWAGE, GAS AND ELECTRIC, (K) USAGES OF ANY ADJOINING PROPERTY, (L) ACCESS TO THE PROPERTY OR ANY PORTION THEREOF, (M) THE VALUE, COMPLIANCE WITH THE PLANS AND SPECIFICATIONS, SIZE, LOCATION, AGE, USE, DESIGN, QUALITY, DESCRIPTION, DURABILITY, STRUCTURAL INTEGRITY, OPERATION, TITLE TO, OR PHYSICAL OR FINANCIAL CONDITION OF THE PROPERTY OR ANY PORTION THEREOF, OR ANY INCOME, EXPENSES, CHARGES, LIENS, ENCUMBRANCES, RIGHTS OF CLAIMS ON OR AFFECTING OR PERTAINING TO THE PROPERTY OR ANY PART THEREOF, (N) THE CONDITION OR USE OF THE PROPERTY OR COMPLIANCE OF THE PROPERTY WITH ANY OR ALL PAST, PRESENT OR FUTURE FEDERAL, STATE OR LOCAL ORDINANCES, RULES, REGULATIONS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS Page 7 Hawthorne Plaza/Triple Net Properties, L.L.C. OR LAWS, BUILDING, FIRE OR ZONING ORDINANCES, CODES OR OTHER SIMILAR LAWS, (O) THE EXISTENCE OR NON-EXISTENCE OF UNDERGROUND STORAGE TANKS, (P) ANY OTHER MATTER AFFECTING THE STABILITY OR INTEGRITY OF THE LAND OR IMPROVEMENTS, (Q) THE POTENTIAL FOR FURTHER DEVELOPMENT OF THE PROPERTY, (R) THE EXISTENCE OF VESTED LAND USE, ZONING OR BUILDING ENTITLEMENTS AFFECTING THE PROPERTY, OR (S) ANY OTHER MATTER WITH RESPECT TO THE PATENTS PROPERTY. ADDITIONALLY, EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, NO PERSON ACTING ON BEHALF OF SELLER IS AUTHORIZED TO MAKE, AND BY EXECUTION HEREOF PURCHASER ACKNOWLEDGES THAT NO PERSON HAS MADE, ANY REPRESENTATION, AGREEMENT, STATEMENT, WARRANTY, GUARANTY OR PROMISE REGARDING THE PROPERTY OR THE TRANSACTION CONTEMPLATED HEREIN; AND EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, NO SUCH REPRESENTATION, WARRANTY, AGREEMENT, GUARANTY, STATEMENT OR PROMISE IF ANY, MADE BY ANY LICENSE GRANTED PERSON ACTING ON BEHALF OF SELLER SHALL BE VALID OR BINDING UPON SELLER UNLESS EXPRESSLY SET FORTH HEREIN. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY, EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY MPP SELLER AND PFIZER AGREES TO ACCEPT THE PROPERTY AT THE CLOSING AND WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER (IN INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE PFIZER-MPP AGREEMENT) HEREUNDER, PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE PROPERTY. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE COMPOUNDPROPERTY WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, PRODUCT SELLER HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR LICENSED PRODUCTVERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY, TRUTHFULNESS OR COMPLETENESS OF SUCH INFORMATION. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENT, REPRESENTATION OR INFORMATION PERTAINING TO THE PROPERTY, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, CONTRACTOR, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN "AS IS" CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT ALL OF THE PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, PURCHASER HEREBY AGREES TO INDEMNIFY, PROTECT, DEFEND, SAVE AND HOLD HARMLESS SELLER FROM AND AGAINST ANY AND ALL DEBTS, DUTIES, OBLIGATIONS, LIABILITIES, SUITS, CLAIMS, DEMANDS, CAUSES OF ACTION, DAMAGES, LOSSES, FEES AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES AND EXPENSES AND COURT COSTS) IN ANY WAY RELATING TO, OR IN CONNECTION WITH OR ARISING OUT OF PURCHASER'S ACQUISITION, OWNERSHIP, LEASING, USE, OPERATION, MAINTENANCE AND MANAGEMENT OF THE PROPERTY. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE PROVISIONS OF THIS SECTION 5 SHALL SURVIVE THE CLOSING OR ANY TERMINATION HEREOF. EFFECTIVE FROM AND AFTER THE CLOSING DATE, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PURCHASER HEREBY WAIVES, RELEASES, ACQUITS AND FOREVER DISCHARGES SELLER TO THE MAXIMUM EXTENT PERMITTED BY LAW, OF ANY AND ALL CLAIMS, ACTIONS, CAUSES OF ACTION, DEMANDS, RIGHTS, LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES WHATSOEVER, DIRECT OR INDIRECT, KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, THAT IT NOW HAS OR THAT MAY ARISE IN THE FUTURE, BECAUSE OF OR IN ANY WAY GROWING OUT OF OR CONNECTED WITH THIS AGREEMENT OR THE PROPERTY. PURCHASER IS AWARE OF THE PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH SECTION READS AS FOLLOWS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. BY INITIALING BELOW, PURCHASER HEREBY WAIVES THE PROVISIONS OF SAID SECTION 1542 OF THE CALIFORNIA CIVIL CODE AND THE PROVISIONS OF ANY OTHER MATTERAPPLICABLE LAWS RESTRICTING THE RELEASE OF CLAIMS WHICH PURCHASER DID NOT KNOW OR SUSPECT TO EXIST AT THE TIME OF RELEASE, WHICH, IF KNOWN, WOULD HAVE MATERIALLY AFFECTED THE DECISION TO AGREE TO THIS RELEASE. FURTHERMOREPURCHASER HEREBY AGREES, NOTHING REPRESENTS AND WARRANTS TO SELLER THAT IT HAS HAD ADVICE OF COUNSEL OF ITS OWN CHOOSING IN NEGOTIATIONS FOR AND THE PREPARATION OF THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY AGREEMENT, INCLUDING THE FOREGOING RELEASE, THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN IT HAS READ THE PATENTS PROVISIONS OF THIS AGREEMENT, INCLUDING THE FOREGOING RELEASE, THAT IT HAS HAD THE FOREGOING RELEASE FULLY EXPLAINED BY SUCH COUNSEL, AND THAT IT IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE FULLY AWARE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTYITS CONTENTS AND LEGAL EFFECT. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACY./s/ AWT /s/ JT ---------------------- ---------------------- Purchaser's Initials Seller's Initials

Disclaimer. EXCEPT FOR SELLER’S WARRANTIES, THE AIRCRAFT IS BEING SOLD HEREUNDER ON A COMPLETELY “AS EXPRESSLY IS” AND “WHERE IS” BASIS. SELLER’S EXPRESS WARRANTIES AND REPRESENTATIONS SET FORTH IN THIS AGREEMENT SECTION 4.1(f) AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO WARRANTY XXXX OF SALE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS AND EXTENDS NO OR WARRANTIES OF ANY KINDWHATSOEVER BY SELLER, EXPRESS OR IMPLIEDIMPLIED OR ARISING BY OPERATION OF LAW OR IN EQUITY, INCLUDING WITHOUT LIMITATION AND SELLER HAS NOT MADE, AND BUYER HEREBY WAIVES, RELEASES, DISCLAIMS, AND RENOUNCES ALL EXPECTATION OF OR RELIANCE UPON, ANY EXPRESS SUCH REPRESENTATIONS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSEWHATSOEVER, WITH RESPECT TO THE PATENTS AIRCRAFT OR ANY LICENSE GRANTED PART THEREOF, WITHOUT LIMITATION, AS TO THE AIRWORTHINESS, VALUE, CONDITION, DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OF THE AIRCRAFT, AND ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY ARISING FROM A COURSE OF PERFORMANCE OR DEALING OR USAGE OF TRADE). BUYER HEREBY WAIVES ANY AND ALL RIGHTS, CLAIMS, AND REMEDIES OF BUYER AGAINST SELLER, EXPRESS OR IMPLIED OR ARISING BY MPP AND PFIZER (OPERATION OF LAW OR IN THE PFIZER-MPP AGREEMENT) HEREUNDEREQUITY, ARISING FROM ANY SUCH REPRESENTATION OR WARRANTY OR FOR ANY LIABILITY, CLAIM, OR REMEDY FOR LOSS OF OR DAMAGE TO THE AIRCRAFT, FOR LOSS OF USE, REVENUE, OR PROFIT WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCTAIRCRAFT, OR FOR ANY OTHER MATTER. FURTHERMOREDIRECT, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT INCIDENTAL, OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYCONSEQUENTIAL DAMAGES WHATSOEVER.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) PREDIX MAKES NO REPRESENTATIONS AND EXTENDS NO OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, PURPOSE WITH RESPECT TO THE LICENSED PATENTS OR LICENSED KNOW-HOW OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) PREDIX HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT ANY COMPOUNDS OR LICENSED PRODUCT, OR ANY OTHER MATTERPRODUCTS. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE LICENSED PATENTS IS ARE VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED PATENTS AND LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS HOW CONTEMPLATED HEREUNDER WILL DOES NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE EXCHANGE ACT; [*] DENOTES OMISSIONS. PARTY. MPP AND PFIZER (EXCEPT AS EXPRESSLY SET FORTH IN THE PFIZER-MPP THIS AGREEMENT) ALSO MAKE , AMGEN MAKES NO REPRESENTATION REPRESENTATIONS OR WARRANTY THAT LICENSEE(S)’S USE WARRANTIES OF THE COMPOUNDANY KIND, PRODUCT EITHER EXPRESS OR LICENSED PRODUCT WILL NOT INFRINGE IMPLIED, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY AMGEN CONFIDENTIAL INFORMATION OR ANY COMPOUNDS, PRODUCTS, PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) ASSETS PROVIDED TO PREDIX UPON TERMINATION OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYTHIS AGREEMENT UNDER CERTAIN CIRCUMSTANCES.

Disclaimer. EXCEPT AS MAY OTHERWISE BE EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZERHEREIN, NEITHER ALTERYX, NOR ANY OF ITS PROVIDERS OF ALTERYX-MPP AGREEMENTSOURCED DATA (“DATA PROVIDERS”), MPP AND PFIZER THIRD PARTY LICENSORS OR RESELLERS (IN THE PFIZER-MPP AGREEMENT) IF LICENSED PRODUCTS ARE PURCHASED THROUGH A RESELLER), MAKES NO ANY REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KINDOR WARRANTIES, EXPRESS OR IMPLIEDIMPLIED WITH RESPECT TO THE LICENSED PRODUCTS, DATA. TOOLS OR THE RELATED MATERIALS, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR BY WAY OF EXAMPLE AND NOT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY OR AND FITNESS FOR A PARTICULAR PURPOSE. BY WAY OF FURTHER EXAMPLE AND NOT LIMITATION, WITH RESPECT TO THE PATENTS NEITHER ALTERYX NOR ITS DATA PROVIDERS, THIRD PARTY LICENSORS OR RESELLERS (IF LICENSED PRODUCTS ARE PURCHASED THROUGH A RESELLER) MAKES ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDER, REPRESENTATIONS OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTYWARRANTIES, EXPRESS OR IMPLIED, WITH REGARD RESPECT TO THE SAFETY ACCURACY, RELIABILITY OR EFFICACY COMPLETENESS OF THE COMPOUNDLICENSED PRODUCT, DATA, TOOLS OR THE RELATED MATERIALS. THE ENTIRE RISK AS TO THE USE OF THE LICENSED PRODUCT, DATA, TOOLS AND THE RELATED MATERIALS, OR THE USE BY YOU OF ANY PRIVATE GALLERY OR THE USE BY ANY ENTITY OR PERSON TO WHICH YOU PROVIDE ACCESS TO THE PRIVATE GALLERY, IS ASSUMED BY YOU. IN NO EVENT SHALL ALTERYX, THE DATA PROVIDERS, THE THIRD PARTY LICENSORS OR RESELLERS (IF LICENSED PRODUCTS ARE PURCHASED THROUGH A RESELLER), BE LIABLE TO YOU OR ANY OTHER PERSON, REGARDLESS OF THE CAUSE, FOR (I) THE EFFECTIVENESS OR ACCURACY OF THE DATA, TOOLS OR THE RELATED MATERIALS, (II) FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, (III) WITH RESPECT TO TRIAL LICENSE USERS AND EDUCATIONAL LICENSE USERS ONLY, DIRECT DAMAGES, ARISING FROM OR OCCASIONED BY YOUR USE OF THE LICENSED PRODUCT, DATA OR TOOLS OR THE RELATED MATERIALS, OR (IV) WITH RESPECT TO PURCHASED LICENSE USERS ONLY, DIRECT DAMAGES ARISING FROM OR OCCASIONED BY YOUR USE OF TOOLS , IN EACH OF (I)-(IV), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, YOU HEREBY AGREE THAT ALTERYX’S AND ANY RESELLER’S (IF LICENSED PRODUCTS ARE PURCHASED THROUGH A RESELLER) MAXIMUM LIABILITY FOR ANY CLAIM ARISING UNDER A PURCHASED LICENSE (WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE) SHALL NOT EXCEED (I) IF IN CONNECTION WITH THE LICENSED PRODUCT PRODUCT, THE LICENSE FEES PAID BY YOU IN THE TWELVE MONTH PERIOD PRIOR TO THE EVENTS GIVING RISE TO THE CLAIM WITH RESPECT TO THE LICENSED PRODUCT, AND/OR RELATED MATERIALS AT ISSUE, (II) IF IN CONNECTION WITH THE DATA, THE LESSER OF $10,000 OR THE LICENSE FEES PAID BY YOU IN THE TWELVE MONTH PERIOD PRIOR TO THE EVENTS GIVING RISE TO THE CLAIM WITH RESPECT TO THE DATA AT ISSUE, OR (III) IF IN CONNECTION WITH ANY TOOL, $100 FOR A CLAIM BASED ON USE OF ANY TOOL. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE FOREGOING PROVISION WITH RESPECT TO EXCLUDING OR LIMITING SUCH DAMAGES MAY NOT APPLY TO YOU. FOR LICENSED PRODUCTS PURCHASED IN THE UNITED KINGDOM, WITH RESPECT TO THE LIMITATIONS ON LIABILITY SET FORTH IN THE IMMEDIATELY PRECEDING PARAGRAPH, ALTERYX'S AND IT SHALL ANY RESELLER’S (IF LICENSED PRODUCTS ARE PURCHASED THROUGH A RESELLER) LIABILITY (I) FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE OR THE NEGLIGENCE OF ITS EMPLOYEES OR AGENTS; (II) FOR BREACH OF ANY CONDITION AS TO TITLE OR QUIET ENJOYMENT IMPLIED BY SECTION 12 SALE OF GOODS XXX 0000 OR SECTION 2 SUPPLY OF GOODS AND SERVICES XXX 0000; AND (III) FOR FRAUD OR FRAUDULENT MISREPRESENTATION, IN EACH OF (I)-(III) IS NOT EXCLUDED OR LIMITED BY THIS AGREEMENT OR PURCHASE DOCUMENTATION, EVEN IF ANY OTHER TERM OF THIS AGREEMENT OR PURCHASE DOCUMENTATION WOULD OTHERWISE SUGGEST THAT THIS MIGHT BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYCASE.

Disclaimer. THIS AGREEMENT IS MADE WITHOUT RECOURSE (EVEN AS TO THE RETURN OF THE PURCHASE PRICE), REPRESENTATION OR WARRANTY (EXCEPT AS TO THE WARRANTIES, COVENANTS AND REPRESENTATIONS EXPRESSLY MADE HEREIN, INCLUDING, WITHOUT LIMITATION THOSE SET FORTH IN SECTION 9 OF THIS AGREEMENT AGREEMENT, AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (SPECIAL WARRANTIES IN THE PFIZER-MPP AGREEMENTSPECIAL WARRANTY DEED) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EXPRESS EXPRESS, IMPLIED OR IMPLIEDSTATUTORY AND SELLER IS TRANSFERRING THE PROPERTY COVERED HEREBY AS IS, INCLUDING WHERE IS, AND WITH ALL FAULTS, AND WITHOUT LIMITATION ANY EXPRESS REPRESENTATIONS OR IMPLIED WARRANTIES WARRANTY (ALL OF MERCHANTABILITY OR WHICH SELLER HEREBY DISCLAIMS) (EXCEPT AS TO THE WARRANTIES, COVENANTS AND REPRESENTATIONS EXPRESSLY MADE HEREIN) AS TO FITNESS FOR A ANY PARTICULAR PURPOSE, MERCHANTABILITY, DESIGN, QUALITY, LAYOUT, FOOTAGE, PHYSICAL CONDITION, OPERATION, COMPLIANCE WITH RESPECT SPECIFICATIONS, ABSENCE OF LATENT DEFECTS, OR COMPLIANCE WITH LAWS AND REGULATIONS (INCLUDING, WITHOUT LIMITATION, THOSE RELATING TO HEALTH, SAFETY AND THE ENVIRONMENT) OR ANY OTHER MATTER AFFECTING OR RELATED TO THE PATENTS OR ANY LICENSE GRANTED BY MPP PROPERTY. BUYER HEREBY FURTHER ACKNOWLEDGES THAT (EXCEPT AS TO THE WARRANTIES, COVENANTS AND PFIZER (REPRESENTATIONS EXPRESSLY MADE HEREIN, INCLUDING, WITHOUT LIMITATION THOSE SET FORTH IN THE PFIZER-MPP SECTION 9 OF THIS AGREEMENT) HEREUNDERSELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY DISCLAIMS ALL REPRESENTATION AND WARRANTIES AS TO WATER, SOIL OR WITH RESPECT GEOLOGY OF THE PROPERTY AND AS TO INCOME TO BE DERIVED FROM THE PROPERTY. WITHOUT LIMITING THE FOREGOING (EXCEPT AS TO THE COMPOUNDWARRANTIES, PRODUCT COVENANTS AND REPRESENTATIONS EXPRESSLY MADE HEREIN, INCLUDING, WITHOUT LIMITATION THOSE SET FORTH IN SECTION 9 OF THIS AGREEMENT), SELLER DOES NOT AND HAS NOT MADE ANY REPRESENTATION OR LICENSED PRODUCTWARRANTY REGARDING THE PRESENCE OR ABSENCE OF ANY HAZARDOUS SUBSTANCES (AS HEREINAFTER DEFINED) ON, UNDER OR ABOUT THE PROPERTY OR THE COMPLIANCE OR NONCOMPLIANCE OF THE /s/ JL /s/ [ILLEGIBLE] Purchase and Sale Agreement XXL One, Ltd., as Seller Inland Real Estate Acquisitions, Inc., as Buyer PROPERTY WITH THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, THE SUPERFUND AMENDMENT AND REAUTHORIZATION ACT, THE RESOURCE CONSERVATION RECOVERY ACT, THE FEDERAL WATER POLLUTION CONTROL ACT, THE FEDERAL INSECTICIDE, FUNGICIDE AND RODENTICIDE ACT, THE CLEAN WATER ACT, THE CLEAN AIR ACT, THE TEXAS NATURAL RESOURCES CODE, THE TEXAS WATER CODE, THE TEXAS SOLID WASTE DISPOSAL ACT, THE TEXAS HAZARDOUS SUBSTANCES SPILL PREVENTION AND CONTROL ACT, ANY SO CALLED FEDERAL, STATE OR LOCAL "SUPERFUND" OR "SUPERLIEN" STATUTE, OR ANY OTHER MATTERSTATUTE, LAW, ORDINANCE, CODE, RULE, REGULATION, ORDER OR DECREE REGULATING, RELATING TO OR IMPOSING LIABILITY (INCLUDING STRICT LIABILITY) OR STANDARDS OF CONDUCT CONCERNING ANY HAZARDOUS SUBSTANCES (COLLECTIVELY, THE "HAZARDOUS SUBSTANCE LAWS"). FURTHERMOREFOR PURPOSES OF THIS AGREEMENT, NOTHING IN THIS AGREEMENT THE TERM "HAZARDOUS SUBSTANCES" SHALL BE CONSTRUED MEAN AND INCLUDE THOSE ELEMENTS OR COMPOUNDS WHICH ARE CONTAINED ON THE LIST OF HAZARDOUS SUBSTANCES ADOPTED BY THE UNITED STATES ENVIRONMENTAL PROTECTION AGENCY AND THE LIST OF TOXIC POLLUTANTS DESIGNATED BY CONGRESS OR THE ENVIRONMENTAL PROTECTION AGENCY OR UNDER ANY HAZARDOUS SUBSTANCE LAWS. BUYER HEREBY FURTHER ACKNOWLEDGES AND AGREES THAT BUYER IS RELYING SOLELY UPON THE INSPECTION, EXAMINATION, AND EVALUATION OF THE PROPERTY BY BUYER. THE PURCHASE PRICE IS A NEGOTIATED PURCHASE PRICE REPRESENTING THE FACT THAT THE PROPERTY IS BEING PURCHASED BY BUYER ON AN "AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IS," "WHERE IS" AND "WITH ALL FAULTS" BASIS (SUBJECT, HOWEVER, TO THE REPRESENTATIONS, WARRANTIES AND COVENANTS EXPRESSLY MADE HEREIN AND IN THE PATENTS SPECIAL WARRANTY DEED). THE EXPRESS INTENTION OF BUYER AND SELLER IS VALID OR ENFORCEABLE OR THAT BUYER SHALL PURCHASE THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE PROPERTY FROM SELLER WITHOUT ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, FROM OR OF SELLER (OTHER THAN THE EXPRESS WARRANTIES, COVENANTS AND REPRESENTATIONS OF SELLER SET FORTH HEREIN AND OTHER THAN THE SPECIAL WARRANTIES IN THE SPECIAL WARRANTY DEED, RESPECTIVELY). BUYER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND PRIVILEGES ARISING OUT OF, OR WITH REGARD RESPECT, OR IN RELATION TO, ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, WHICH MAY HAVE BEEN MADE OR GIVEN, OR WHICH MAY BE DEEMED TO HAVE BEEN MADE OR GIVEN, BY SELLER (OTHER THAN THE EXPRESS WARRANTIES, COVENANTS AND REPRESENTATIONS SET FORTH HEREIN AND OTHER THAN THE SPECIAL WARRANTIES IN THE SPECIAL WARRANTY DEED). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER HEREBY ASSUMES ALL RISK AND LIABILITY (AND AGREES THAT SELLER SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, OR OTHER DAMAGES) RESULTING OR ARISING FROM OR RELATING TO THE SAFETY OWNERSHIP, USE, CONDITION, LOCATION, MAINTENANCE, REPAIR, OR EFFICACY OPERATION OF THE COMPOUNDPROPERTY, PRODUCT EXCEPT AS OTHERWISE PROVIDED HEREIN AND EXCEPT FOR A BREACH OR LICENSED PRODUCT VIOLATION OF ANY REPRESENTATIONS, WARRANTY OR COVENANT CONTAINED HEREIN OR IN THE SPECIAL WARRANTY DEED. BUYER ACKNOWLEDGES THAT BUYER WILL INSPECT THE PROPERTY AND WILL ACCEPT THE PROPERTY "AS IS", "WHERE IS" /s/ JL /s/ [ILLEGIBLE] Purchase and Sale Agreement XXL One, Ltd., as Seller Inland Real Estate Acquisitions, Inc., as Buyer AND "WITH ALL FAULTS" (SUBJECT, HOWEVER, TO THE REPRESENTATIONS, WARRANTIES AND COVENANTS EXPRESSLY MADE HEREIN AND IN THE SPECIAL WARRANTY DEED). SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE PROPERTY FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON, UNLESS THE SAME ARE SPECIFICALLY SET FORTH OR REFERRED TO HEREIN, AND SELLER SHALL NOT BE LIABLE OR BOUND IN ANY MANNER BY ANY STATEMENT OR INFORMATION CONTAINED IN ANY REPORT PROVIDED PURSUANT TO THIS AGREEMENT, OR ANY OMISSION WITH RESPECT TO ANY SUCH REPORT. IT SHALL BE IS UNDERSTOOD AND AGREED THAT THE SOLE RESPONSIBILITY OF LICENSEE PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO ENSURE SUCH SAFETY OR EFFICACYREFLECT THAT ALL PROPERTY IS SOLD BY SELLER SUBJECT TO THE FOREGOING.

Disclaimer. EXCEPT BUYER ACKNOWLEDGES THAT IT IS THE LESSEE AND SOLE OPERATOR OF THE AIRCRAFT AND AS EXPRESSLY SUCH THERE WILL BE NO TECHNICAL CONDITIONS TO CLOSE THIS TRANSACTION WHATSOEVER. THE AIRCRAFT IS BEING SOLD HEREUNDER ON A COMPLETELY "AS IS" "WHERE IS" AND "WITH ALL FAULTS" BASIS, SUBJECT TO THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT ARTICLE 4.1 HEREOF. SELLER'S EXPRESS WARRANTIES AND THE PFIZER-MPP AGREEMENT, MPP REPRESENTATIONS SET FORTH IN ARTICLE 4.1 HEREOF ARE EXCLUSIVE AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO LIEU OF ALL OTHER REPRESENTATIONS AND EXTENDS NO OR WARRANTIES OF ANY KINDWHATSOEVER BY SELLER, EXPRESS OR IMPLIEDIMPLIED OR ARISING BY OPERATION OF LAW OR IN EQUITY, INCLUDING WITHOUT LIMITATION AND SELLER HAS NOT MADE, AND BUYER HEREBY WAIVES, RELEASES, DISCLAIMS, AND RENOUNCES ALL EXPECTATION OF OR RELIANCE UPON, ANY EXPRESS REPRESENTATIONS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSEWHATSOEVER (OTHER THAN THOSE SET FORTH IN ARTICLE 4.1 HEREOF), WITH RESPECT TO THE PATENTS AIRCRAFT OR ANY LICENSE GRANTED PART THEREOF, INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS AND WARRANTIES AS TO THE AIRWORTHINESS, VALUE, CONDITION, DESIGN, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR USE OF THE AIRCRAFT, AND ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY ARISING FROM A COURSE OF PERFORMANCE OR DEALING OR USAGE OF TRADE). BUYER HEREBY WAIVES ANY AND ALL RIGHTS, CLAIMS, AND REMEDIES OF BUYER AGAINST SELLER, EXPRESS OR IMPLIED OR ARISING BY MPP AND PFIZER OPERATION OF LAW OR IN EQUITY, ARISING FROM ANY SUCH REPRESENTATION OR WARRANTY (OTHER THAN THOSE SET FORTH IN THE PFIZER-MPP AGREEMENT) HEREUNDERARTICLE 4.1 HEREOF), OR FOR ANY LIABILITY, CLAIM, OR REMEDY FOR LOSS OF OR DAMAGE TO THE AIRCRAFT, FOR LOSS OF USE, REVENUE, OR PROFIT WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCTAIRCRAFT, OR FOR ANY OTHER MATTER. FURTHERMOREINDIRECT, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT INCIDENTAL, CONSEQUENTIAL OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYPUNITIVE DAMAGES WHATSOEVER.

Disclaimer. ANY ASSIGNMENT AND XXXX OF SALE EXECUTED PURSUANT HERETO SHALL BE EXECUTED WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION AS TO THE MERCHANTABILITY OF ANY OF THE XXXXX OR EQUIPMENT OR THEIR FITNESS FOR ANY PURPOSE, AND WITHOUT ANY OTHER EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION WHATSOEVER EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT SAID ASSIGNMENT AND XXXX OF SALE. IT IS UNDERSTOOD AND AGREED THAT BUYER SHALL HAVE INSPECTED THE PFIZER-MPP AGREEMENTPROPERTY AND PREMISES AND SATISFIED ITSELF AS TO THEIR PHYSICAL AND ENVIRONMENTAL CONDITION, MPP BOTH SURFACE AND PFIZER SUBSURFACE, AND THAT BUYER SHALL ACCEPT ALL OF THE SAME IN THEIR “AS IS, WHERE IS” CONDITION. IN ADDITION NEITHER, SELLER, NOR SELLER’S REPRESENTATIVE (IN THE PFIZER-MPP AGREEMENT) XXXXX PETROLEUM LP), MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KINDWARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT AS TO THE PATENTS ACCURACY OR COMPLETENESS OF ANY LICENSE GRANTED BY MPP AND PFIZER (DATA, INFORMATION OR MATERIALS HERETOFORE OR HEREAFTER FURNISHED BUYER IN CONNECTION WITH THE PFIZER-MPP AGREEMENT) HEREUNDERPROPERTIES, OR WITH RESPECT AS TO THE COMPOUNDQUALITY OR QUANTITY OF HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE PROPERTIES OR THE ABILITY OF THE PROPERTIES TO PRODUCE HYDROCARBONS. ANY AND ALL SUCH DATA, PRODUCT OR LICENSED PRODUCT, OR ANY INFORMATION AND OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED MATERIALS FURNISHED BY SELLER AND SELLER’S REPRESENTATIVE IS PROVIDED BUYER AS A WARRANTY THAT CONVENIENCE AND ANY PATENT RELIANCE ON OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTSSAME SHALL BE AT BUYER’S SOLE RISK. BUYER EXPRESSLY WAIVES THE PROVISIONS OF CHAPTER XVII, LICENSED KNOW-HOWSUBCHAPTER E, COMPOUNDSECTIONS 17.41 THROUGH 17.63, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS INCLUSIVE (OTHER THAN SECTION 17.555, WHICH IS NOT WAIVED), VERNON’S TEXAS CODE ANNOTATED BUSINESS AND COMMERCE CODE (THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACY“DECEPTIVE TRADE PRACTICES ACT”).

Disclaimer. EXCEPT AS EXPRESSLY CUSTOMER ACKNOWLEDGES AND AGREES THAT THE FEES AND OTHER AMOUNTS LVT CHARGES CUSTOMER UNDER THIS AGREEMENT ARE BASED UPON THE VALUE OF THE SYSTEM LVT PROVIDES TO CUSTOMER UNDER THIS AGREEMENT AND ARE UNRELATED TO THE VALUE OF ANY OF CUSTOMER'S LOCATIONS, PROPERTY, OR PREMISES, ANY PROPERTY OF ANY THIRD PARTY LOCATED IN OR ON CUSTOMER'S LOCATIONS, PROPERTY, OR PREMISES, OR ANY RISK OF LOSS AT ANY OF CUSTOMER'S LOCATIONS, PROPERTY, OR PREMISES. OTHER THAN THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENTSECTION ABOVE, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) LVT MAKES NO AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KINDOR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION BUT NOT LIMITED TO ANY EXPRESS IMPLIED REPRESENTATIONS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO NON-INFRINGEMENT, AND TITLE. WITHOUT LIMITING THE PATENTS GENERALITY OF THE FOREGOING, LVT DOES NOT REPRESENT OR ANY LICENSE GRANTED BY MPP AND PFIZER WARRANT THAT (IN a) THE PFIZER-MPP AGREEMENT) HEREUNDERSAAS SERVICES, OR WITH RESPECT TO THE COMPOUNDHARDWARE, PRODUCT OR LICENSED PRODUCTSOFTWARE, SERVICES, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE COMPONENTS OF THE PATENTS, LICENSED KNOWSYSTEM OR ANY THIRD-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER PARTY PRODUCTS AND SERVICES WILL NOT INFRINGE BE COMPROMISED AND/OR CIRCUMVENTED, (b) USING THE SAAS SERVICES, HARDWARE, SOFTWARE, SERVICES, OR ANY PATENT RIGHTS OTHER COMPONENTS OF THE SYSTEM OR ANY THIRD-PARTY PRODUCTS OR SERVICES WILL PREVENT ANY LOSS, DAMAGE, EXPENSE, OR INJURY DUE TO ANY CAUSES, INCLUDING WITHOUT LIMITATION ANY BURGLARY, HOLD-UP, ROBBERY, THEFT, CRIME, FIRE, OR OTHERWISE, OR (c) THE SAAS SERVICES, HARDWARE, SOFTWARE, SERVICES, OR ANY OTHER INTELLECTUAL PROPERTY RIGHTS COMPONENTS OF THE SYSTEM OR ANY THIRD-PARTY PRODUCTS AND SERVICES WILL PROVIDE THE PROTECTION REQUIRED OR INTENDED BY CUSTOMER. UNDER THIS AGREEMENT, THE RISK OF ANY THIRD PARTYAND ALL SUCH LOSS, DAMAGE, EXPENSE, OR INJURY REMAINS SOLELY WITH CUSTOMER, AND NOT LVT. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION INSURANCE, IF ANY, COVERING ANY SUCH RISK, LOSS, DAMAGE, EXPENSE, OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT INJURY SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE CUSTOMER, AND NOT OF LVT. LVT SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY LOSS, DAMAGE, EXPENSE, OR INJURY DUE DIRECTLY OR INDIRECTLY TO ENSURE SUCH SAFETY ANY OF THE EVENTS DESCRIBED ABOVE IN THIS SECTION, OR EFFICACYTHE CONSEQUENCES FLOWING THEREFROM. CUSTOMER HEREBY RELEASES AND WAIVES TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW FOR ITSELF AND ITS INSURERS ALL SUBROGATION AND OTHER RIGHTS TO RECOVER FROM LVT ARISING AS A RESULT OF PAYING ANY CLAIM FOR LOSS, DAMAGE OR INJURY OF CUSTOMER, USERS, OR ANY THIRD PARTY OR INDIVIDUAL. THE DISCLAIMERS, PROTECTIONS, LIMITATIONS, AND WAIVERS IN THIS SECTION SHALL ALSO BE APPLICABLE TO LVT’s AFFILIATES, SUPPLIERS, LICENSORS, AND THIRD-PARTY SERVICE PROVIDERS.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (SPECIFIED IN THE PFIZERABOVE, EXTREME AND ITS LICENSORS PROVIDE THE SOFTWARE, MAINTENANCE SERVICES, AND THIRD-MPP AGREEMENT) MAKES NO REPRESENTATIONS PARTY SOFTWARE “AS IS” AND EXTENDS NO EXPRESSLY DISCLAIM AND EXCLUDE ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF ANY KINDMERCHANTABILITY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSEUSE OR MEETING CUSTOMER’S REQUIREMENTS OR USAGE OF TRADE, COMPATIBILITY, OR INTEROPERABILITY WITH RESPECT ANY HARDWARE, SOFTWARE, SYSTEMS OR DATA NOT PROVIDED BY EXTREME, SATISFACTORY QUALITY, NONINFRINGEMENT OF ANY THIRD-PARTY’S INTELLECTUAL PROPERTY RIGHTS, OR FREEDOM FROM INTERRUPTION OR ERROR, TO THE PATENTS MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. EXTREME DOES NOT WARRANT THAT THE SOFTWARE IS FREE OF INACCURACIES, ERRORS, BUGS, VIRUSES, INTERRUPTIONS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDER, OTHER HARMFUL COMPONENTS OR WITH RESPECT PROGRAM LIMITATIONS OR THAT ALL ERRORS WILL BE CORRECTED. TO THE COMPOUNDEXTENT THAT AN IMPLIED WARRANTY CANNOT BE EXCLUDED, PRODUCT SUCH WARRANTY IS LIMITED IN DURATION TO THE NINETY (90) DAY WARRANTY PERIOD OR LICENSED PRODUCTOTHERWISE TO THE MAXIM EXTENT PERMITTED BY LAW. BECAUSE SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, OR ANY OTHER MATTERTHE ABOVE LIMITATION MAY NOT APPLY TO YOU. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY EXTREME ALSO DOES NOT WARRANT THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE SOFTWARE WILL PROTECT AGAINST ALL POSSIBLE THREATS OR THAT THE MPP’S SOFTWARE OR LICENSEE(S)’S ANY EQUIPMENT, SYSTEM OR NETWORK ON WHICH THE SOFTWARE IS USED, WILL BE FREE OF VULNERABILITY TO INTRUSION OR ATTACK. EXTREME IS NOT RESPONSIBLE FOR ANY DELAYS, FAILURES OR ANY LOSS OR DAMAGE RESULTING FROM THE TRANSFER OF DATA OVER COMMUNICATIONS NETWORKS AND FACILITIES, INCLUDING THE INTERNET, AND YOU ACKNOWLEDGE THAT THE SOFTWARE AND DOCUMENTATION MAY BE SUBJECT TO LIMITATIONS, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYCOMMUNICATION FACILITIES.

Disclaimer. EXCEPT THE PATENTS RIGHTS ARE PROVIDED “AS EXPRESSLY SET FORTH IN THIS AGREEMENT IS” AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF NEITHER PARTY NOR ITS AFFILIATES MAKE ANY KINDWARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION AS TO ANY EXPRESS MATTER WHATSOEVERY OTHER THAN THOSE EXPRESSLY SET OUT IN THIS AGREEMENT. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUCTED AS A WARRANTY OR IMPLIED WARRANTIES OF REPRESENTATION CONCERNING THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS OR PURPOSE OF ANY LICENSE GRANTED PRODUCT DEVELOPED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED REGENERON AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)RESULT OF REGENERON’S USE OF THE PATENTSPATENT RIGHTS, LICENSED KNOW-HOWOR THE COMMERCIAL VALUE OR VALIDITY OF THE PATENT RIGHTS. EXCEPT ARISING FROM A BREACH OF ITS REPRESENTATIONS OR WARRANTIES CONTAINED HEREIN, COMPOUNDMERCK AND ITS AFFILIATES WILL NOT BE LIABLE TO REGNERON FOR ANY DIRECT, CONSEQUENTIAL OR OTHER DAMAGES OR LOST PROFITS OR LOST BUSINESS OPPORTUNITY ALLEGEDLY SUFFERED BY REGENERON OR ANY OTHER RESULTING FROM ANY PRODUCT DEVELOPED BY REGENERON. MERCK EXPRESSLY DISCLAIMS ANY REPRESENTATION OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WARRANTY THAT THE ACTIVITIES OF REGENERON PURSUANT TO THE LICENSE GRANTED HEREIN WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY OWNED BY A THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THIS AGREEMENT SHALL NOT BE CONSTRUED AS AN ADMISSION OF ANY PARTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS RIGHT IS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER IS NOT VALID, INFRINGED, OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYENFORCEABLE.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH NOTWITHSTANDING ANYTHING CONTAINED IN ANY OTHER PROVISION OF THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN IT IS THE PFIZER-MPP AGREEMENT) MAKES EXPLICIT INTENT OF EACH PARTY HERETO THAT THE SELLER IS MAKING NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KINDREPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, BEYOND THOSE EXPRESSLY GIVEN IN THIS AGREEMENT, AND IT IS UNDERSTOOD THAT, EXCEPT FOR THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY GIVEN IN THIS AGREEMENT, THE BUYER TAKES THE STOCK AND THE BUSINESS AND ASSETS OF THE COMPANIES AND/OR THE SUBSIDIARIES AS IS AND WHERE IS. WITHOUT LIMITING THE GENERALITY OF THE IMMEDIATELY FOREGOING, EXCEPT FOR THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY GIVEN IN THIS AGREEMENT, THE SELLER HEREBY (A) EXPRESSLY DISCLAIMS AND NEGATES ANY REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE, RELATING TO (i) THE CONDITION OF THE ASSETS OF THE COMPANIES AND/OR THE SUBSIDIARIES (INCLUDING WITHOUT LIMITATION ANY EXPRESS IMPLIED OR IMPLIED WARRANTIES EXPRESSED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), WITH RESPECT TO THE PATENTS OR (ii) ANY INFRINGEMENT BY ANY COMPANY OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, SUBSIDIARY OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT OF THEIR RESPECTIVE AFFILIATES OF ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS RIGHT OF ANY THIRD PARTY. MPP ; AND PFIZER (IN THE PFIZER-MPP AGREEMENTB) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE NEGATE ANY RIGHTS OF THE COMPOUNDBUYER UNDER STATUTES TO CLAIM DIMINUTION OF CONSIDERATION AND ANY CLAIMS BY THE BUYER FOR DAMAGES BECAUSE OF REDHIBITORY VICES OR DEFECTS, PRODUCT WHETHER KNOWN OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN UNKNOWN, IT BEING THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY INTENTION OF THE COMPOUND, PRODUCT SELLER AND THE BUYER THAT THE BUSINESS AND ASSETS OF THE COMPANIES AND/OR LICENSED PRODUCT THE SUBSIDIARIES ARE TO BE ACCEPTED BY THE BUYER IN THEIR PRESENT CONDITION AND IT SHALL BE THE SOLE RESPONSIBILITY STATE OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYREPAIR.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE HARDWARE, THE LICENSED TECHNOLOGY AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO ANY OTHER MATERIALS, SOFTWARE, DATA AND/OR SERVICES PROVIDED BY PEDIGREE ARE PROVIDED “AS IS” AND “WITH ALL FAULTS,” AND PEDIGREE EXPRESSLY DISCLAIMS ANY AND ALL OTHER PROMISES, REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KINDKIND OR NATURE, EXPRESS WHETHER EXPRESS, IMPLIED OR IMPLIEDSTATUTORY, INCLUDING WITHOUT LIMITATION INCLUDING, BUT NOT LIMITED TO ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY NON-INFRINGEMENT, NON- INTERFERENCE, VALUE OR ACCURACY OF DATA, AS WELL AS ANY WARRANTIES OF MERCHANTABILITY, SYSTEM INTEGRATION, FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO FITNESS FOR USE FOR LIFE SUPPORT OR EMERGENCY SITUATIONS OR THE PATENTS ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR ANY LICENSE GRANTED PATENT. NO WARRANTY IS MADE BY MPP AND PFIZER (IN PEDIGREE ON THE PFIZER-MPP AGREEMENT) HEREUNDERBASIS OF TRADE USAGE, COURSE OF DEALING OR WITH RESPECT TO COURSE OF PERFORMANCE. PEDIGREE DOES NOT WARRANT THAT THE COMPOUND, PRODUCT OR LICENSED PRODUCT, TECHNOLOGY OR ANY OTHER MATTER. FURTHERMOREINFORMATION, NOTHING IN MATERIALS, TECHNOLOGY OR SERVICES PROVIDED UNDER THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE WILL MEET CLIENT’S REQUIREMENTS OR THAT THE MPPOPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED. CLIENT ACKNOWLEDGES PEDIGREE’S OR LICENSEE(S)’S USE OBLIGATIONS UNDER THIS AGREEMENT ARE FOR THE BENEFIT OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYCLIENT ONLY.

Disclaimer. (a) AS-IS, WHERE IS. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH PROVIDED IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (OR IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS DOCUMENTS DELIVERED BY SELLER AT CLOSING (THE “SELLER EXECUTED CLOSING AGREEMENTS”), THE SALE OF THE PROPERTY HEREUNDER IS AND EXTENDS NO WILL BE MADE ON AN “AS IS, WHERE IS” BASIS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN THE SELLER EXECUTED CLOSING AGREEMENTS, SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES OR GUARANTIES OF ANY KINDKIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS ORAL OR IMPLIED WARRANTIES OF MERCHANTABILITY WRITTEN, PAST, PRESENT OR FITNESS FOR A PARTICULAR PURPOSEFUTURE OF, WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDERAS TO, CONCERNING OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, PROPERTY OR ANY OTHER MATTER. FURTHERMOREMATTER WHATSOEVER, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT INCLUDING WITHOUT LIMITATION: (i) THE QUALITY, NATURE, ADEQUACY AND PHYSICAL CONDITION AND ASPECTS OF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THE STRUCTURAL ELEMENTS, SEISMIC ASPECTS OF THE PROPERTY, FOUNDATION, ROOF, APPURTENANCES, ACCESS, SIGNAGE, LANDSCAPING, PARKING FACILITIES AND THE ELECTRICAL, MECHANICAL, HVAC, PLUMBING, SEWAGE, AND UTILITY SYSTEMS, FACILITIES AND APPLIANCES, THE SQUARE FOOTAGE WITHIN THE IMPROVEMENTS ON THE PROPERTY AND THE IMPROVEMENTS, (ii) THE QUALITY, NATURE, ADEQUACY, AND PHYSICAL CONDITION OF SOILS, GEOLOGY AND ANY PATENT GROUNDWATER, (iii) THE EXISTENCE, QUALITY, NATURE, ADEQUACY AND PHYSICAL CONDITION OF UTILITIES SERVING THE PROPERTY, (iv) THE DEVELOPMENT POTENTIAL OF THE PROPERTY, AND THE PROPERTY’S USE, HABITABILITY, MERCHANTABILITY, OR FITNESS, SUITABILITY, VALUE OR ADEQUACY OF THE PROPERTY FOR ANY PARTICULAR PURPOSE, (v) THE ZONING AND OTHER PROPRIETARY RIGHTS INCLUDED IN LEGAL STATUS OF THE PATENTS IS VALID PROPERTY, THE IMPROVEMENTS AND ANY OTHER PUBLIC OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S PRIVATE RESTRICTIONS ON USE OF THE PATENTSPROPERTY, LICENSED KNOW(vi) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH ANY APPLICABLE CODES, LAWS, REGULATIONS, STATUTES, ORDINANCES, COVENANTS, CONDITIONS AND RESTRICTIONS OF ANY GOVERNMENTAL OR QUASI-HOWGOVERNMENTAL ENTITY OR OF ANY OTHER PERSON OR ENTITY OR THE CONDOMINIUM DECLARATION, COMPOUNDTHE MASTER DECLARATION OR THE GROUND LEASES, PRODUCT (vii) THE PRESENCE OF HAZARDOUS MATERIALS ON, UNDER OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ABOUT THE PROPERTY OR THE ADJOINING OR NEIGHBORING PROPERTY, (viii) THE QUALITY OF ANY PATENT RIGHTS LABOR AND MATERIALS USED IN ANY IMPROVEMENTS ON THE PROPERTY, (ix) THE CONDITION OF TITLE TO THE PROPERTY, (x) THE CONDOMINIUM DECLARATION, MASTER DECLARATION, GROUND LEASES, CONTRACTS, OR OTHER INTELLECTUAL AGREEMENTS AFFECTING THE PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER THE IMPROVEMENTS, AND (IN THE PFIZER-MPP AGREEMENTxi) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE ECONOMICS OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OPERATION OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT PROPERTY AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYIMPROVEMENTS.

Disclaimer. EXCEPT NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN ANY OTHER DOCUMENT OR AGREEMENT BETWEEN THE PARTIES, THE PRODUCT IS PROVIDED AS EXPRESSLY SET FORTH IN THIS AGREEMENT IS, WHERE IS, AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) AGENCYZOOM MAKES NO REPRESENTATIONS WARRANTY, AND EXTENDS NO WARRANTIES OF ANY KINDHEREBY DISCLAIMS ALL WARRANTIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION BUT NOT LIMITED TO ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AVAILABILITY, SUITABILITY, ACCURACY OR COMPLIANCE WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDERAPPLICABLE LAW, REGULATION, OR WITH RESPECT INDUSTRY CUSTOM OR STANDARD, AND AGENCYZOOM DOES NOT WARRANT THAT ACCESS TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTSPRODUCT WILL BE UNINTERRUPTED OR ERROR FREE. IN THE EVENT OF ANY INTERRUPTION, LICENSED KNOW-HOWAGENCYZOOM'S SOLE OBLIGATION SHALL BE TO MAKE COMMERCIALLY REASONABLE EFFORTS TO ATTEMPT TO RESTORE ACCESS TO THE PRODUCT OR, COMPOUNDIN ITS SOLE DISCRETION, TERMINATE THE AGREEMENT IN WHOLE OR IN PART WITHOUT FURTHER OBLIGATION. AGENT ACKNOWLEDGES AND AGREES THAT IT HAS NOT ENTERED INTO THIS AGREEMENT ON THE BASIS OF ANY REPRESENTATIONS OR PROMISES NOT EXPRESSLY CONTAINED HEREIN. WITHOUT LIMITING THE FORGOING, AGENCYZOOM MAKES NO REPRESENTATIONS OR WARRANTIES AND ASSUMES NO LIABILITY FOR (i) RESULTS OF THE PRODUCT, (ii) MATERIALS OR INFORMATION PROVIDED BY AGENCYZOOM OR GENERATED THROUGH OR WITH THE PRODUCT, INCLUDING WITHOUT LIMITATION, TEMPLATE FORMS, DISCOUNT AVAILABILITY OR AMOUNT, CUSTOMER DATA, RETENTION DATA, OR SALES DATA, OR (iii) THE PRODUCT'S SUITABILITY OR UNSUITABILITY FOR A PARTICULAR USE OR ENVIRONMENT, INCLUDING WITHOUT LIMITATION FOR USE WITHIN THE INSURANCE INDUSTRY. AGENCYZOOM'S DISCLAIMER OF WARRANTIES AS SET FORTH IN THIS PARAGRAPH SHALL NOT BE DIMINISHED OR AFFECTED BY AND NO OBLIGATION OR LIABILITY SHALL ARISE OR GROW OUT OF AGENCYZOOM'S RENDERING OF ADVICE, TECHNICAL OR OTHERWISE, OR SERVICE IN CONNECTION WITH ANY PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE SERVICE FURNISHED UNDER THIS AGREEMENT. AGENCYZOOM SHALL HAVE NO OBLIGATION TO INDEMNIFY AGENT OR ANY PATENT RIGHTS THIRD PARTY AGAINST ANY CLAIM, DAMAGE, LIABILITY OR OTHER INTELLECTUAL PROPERTY RIGHTS LOSS INCLUDING WITHOUT LIMITATION INFRINGEMENT OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION PATENT, TRADEMARK, OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYCOPYRIGHT.

Disclaimer. PURCHASER ACKNOWLEDGES THAT EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENTARTICLE IV, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF NEITHER SELLER NOR ANY KINDOTHER PERSON HAS MADE ANY REPRESENTATION OR WARRANTY, EXPRESS EXPRESSED OR IMPLIED, INCLUDING AS TO THE ACQUIRED ASSETS, THE PRODUCTS, ANY OTHER ASPECT OF THE RESPECTIVE BUSINESSES OF SELLER AND THE SELLING AFFILIATES, OR THE ACCURACY AND COMPLETENESS OF ANY INFORMATION REGARDING THE ACQUIRED ASSETS FURNISHED OR MADE AVAILABLE TO PURCHASER AND ITS REPRESENTATIVES AND PURCHASER HAS NOT RELIED ON ANY REPRESENTATION FROM SELLER OR ANY OTHER PERSON WITH RESPECT TO THE ACQUIRED ASSETS, THE PRODUCTS, ANY ASPECT OF THE RESPECTIVE BUSINESSES OF SELLER AND THE SELLING AFFILIATES, OR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING THE ACQUIRED ASSETS FURNISHED OR MADE AVAILABLE TO PURCHASER AND ITS REPRESENTATIVES IN DETERMINING TO ENTER INTO THIS AGREEMENT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE IV. PURCHASER ACKNOWLEDGES THAT SHOULD THE CLOSING OCCUR, PURCHASER SHALL ACQUIRE THE ACQUIRED ASSETS WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF REPRESENTATION AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT IN AN "AS IS" CONDITION AND ON A "WHERE IS" BASIS AND PURCHASER SHALL BEAR THE ECONOMIC AND LEGAL RISKS THAT ANY CONVEYANCE SHALL PROVE TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (BE INSUFFICIENT TO VEST IN THE PFIZER-MPP AGREEMENT) HEREUNDERPURCHASERS GOOD AND MARKETABLE TITLE, OR WITH RESPECT TO THE COMPOUNDFREE AND CLEAR OF ANY LIENS, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT NECESSARY CONSENTS OR OTHER PROPRIETARY RIGHTS INCLUDED IN GOVERNMENTAL APPROVALS ARE NOT OBTAINED AND THAT ANY REQUIREMENTS OF APPLICABLE LAWS OR JUDGMENTS ARE NOT COMPLIED WITH. PURCHASER HAS ALSO ACKNOWLEDGED THAT IT HAS INSPECTED THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE ACQUIRED ASSETS AS OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP CLOSING DATE AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYTHEY ARE ACCEPTABLE.

Disclaimer. PURCHASER ACKNOWLEDGES AND AGREES THAT EXCEPT AS EXPRESSLY SET FORTH IN FOR THE TERMS OF THIS AGREEMENT AND THE PFIZER-MPP AGREEMENTREPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY SELLER IN THIS AGREEMENT OR ANY DOCUMENT DELIVERED AT CLOSING, MPP SELLER HAS NOT MADE, DOES NOT MAKE AND PFIZER SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE WARRANTY OF TITLE AS SET OUT IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES DEED), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KINDKIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY OR ANY SURROUNDING LANDS OR WATER BODIES, INCLUDING WITHOUT LIMITATION LIMITATION, THE SURFACE WATER, SOIL, GROUNDWATER, SEDIMENTS AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE PROPERTY, (C) THE SUITABILITY OF THE PROPERTY FOR ANY EXPRESS AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT THEREON, (D) THE COMPLIANCE OF OR IMPLIED WARRANTIES BY THE PROPERTY (OR ANY SURROUNDING LANDS OR WATER BODIES) OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF MERCHANTABILITY ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSEPURPOSE OF THE PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, OR (H) ANY OTHER MATTER WITH RESPECT TO THE PATENTS PROPERTY OR ANY LICENSE GRANTED PROPERTY ADJACENT THERETO, AND SPECIFICALLY, THAT EXCEPT FOR THE FOR THE TERMS OF THIS AGREEMENT AND REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY MPP SELLER IN THIS AGREEMENT OR ANY DOCUMENT DELIVERED AT CLOSING, SELLER HAS NOT MADE, DOES NOT MAKE AND PFIZER SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE, ZONING OR DEVELOPMENT OF REGIONAL IMPACT LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OR LANDS ADJACENT THERETO OF HAZARDOUS MATERIALS (IN THE PFIZER-MPP AGREEMENT) HEREUNDERAS DEFINED BELOW), OR AS TO ANY HAZARDOUS MATERIALS EMANATING FROM OR MIGRATING TO THE PROPERTY. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY, EXCEPT FOR THE TERMS OF THIS AGREEMENT AND THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY SELLER IN THIS AGREEMENT OR ANY DOCUMENT DELIVERED AT CLOSING, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER AND AT THE CLOSING AGREES TO ACCEPT THE PROPERTY AND EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, WAIVE ALL OBJECTIONS OR CLAIMS AGAINST SELLER (INCLUDING, BUT NOT LIMITED TO, ANY RIGHT OR CLAIM OF CONTRIBUTION) ARISING FROM OR RELATED TO THE PROPERTY OR TO ANY HAZARDOUS MATERIALS ON THE PROPERTY WHICH ARE PURCHASER’S OBLIGATION PURSUANT TO THIS AGREEMENT. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE COMPOUNDPROPERTY OR ANY LANDS ADJACENT THERETO WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT SELLER HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, PRODUCT REPRESENTATIONS OR LICENSED PRODUCTINFORMATION PERTAINING TO THE PROPERTY OR THE LANDS ADJACENT THERETO, OR THE OPERATION THEREOF, FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER MATTERPERSON. FURTHERMOREPURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT FOR THE TERMS OF THIS AGREEMENT AND THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY SELLER IN THIS AGREEMENT OR ANY DOCUMENT DELIVERED AT CLOSING, THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN “AS IS” CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS BEEN ADJUSTED TO REFLECT THAT ALL OF THE PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING. NOTHING IN THIS SECTION SHALL BE DEEMED TO ALTER THE EXPRESS PROVISIONS OF THIS AGREEMENT OR ANY DOCUMENT DELIVERED AT CLOSING AND IN THE EVENT OF A CONFLICT BETWEEN THIS SECTION AND ANY OTHER PROVISION OF THIS AGREEMENT, THE OTHER PROVISIONS OF THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYCONTROL.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT THE SCHEDULES, AND TO THE MAXIMUM EXTENT PERMITTED BY REGULATION, (I) THE LICENSED PRODUCTS AND THE PFIZERSERVICES ARE PROVIDED “AS-MPP AGREEMENTIS” AND “AS AVAILABLE,” (II) MIRA DISCLAIMS ALL REPRESENTATIONS, MPP WARRANTIES, AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KINDCONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS OR ACCURACY, TITLE, AND NON-INFRINGEMENT, AND ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDERWARRANTIES ARISING OUT OF COURSE OF DEALING, CUSTOM, USAGE, OR WITH RESPECT TO TRADE, (III) MIRA DOES NOT WARRANT THAT THE COMPOUNDLICENSED PRODUCTS OR THE SERVICES WILL BE SECURE OR OPERATE ERROR-FREE, PRODUCT OR LICENSED PRODUCTOPERATE WITHOUT INTERRUPTION, OR MEET CUSTOMER’S SPECIFIC BUSINESS REQUIREMENTS, (IV) MIRA DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY FOR THIRD-PARTY OWNED SOFTWARE (OTHER THAN EMBEDDED SOFTWARE), SERVICES, OR HARDWARE OR CUSTOMER’S (OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S CUSTOMER PARTIES’) USE OF THEM, INCLUDING, WITHOUT LIMITATION, THE PATENTSRELIABILITY OR ACCESSIBILITY OF THIRD PARTY DATA PROCESSING CENTERS UTILIZED IN CONNECTION WITH THE LICENSED PRODUCTS OR SERVICES, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN V) MIRA PROVIDES NO WARRANTY FOR THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (HARDWARE OTHER THAN THE PATENTS PASS-THROUGH WARRANTY FROM THE HARDWARE MANUFACTURERS, AS APPLICABLE. CUSTOMER UNDERSTANDS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN AGREES THAT THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY ABOVE DISCLAIMERS ARE A FUNDAMENTAL PART OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AGREEMENT AND IT SHALL BE THAT XXXX WOULD NOT AGREE TO ENTER INTO THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYAGREEMENT WITHOUT THEM.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP DocuSign Envelope ID: 20ED8EAA-71E5-4C18-B49D-62DBEC763D25 AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACY.

Disclaimer. EXCEPT AS EXPRESSLY SPECIFICALLY SET FORTH IN THIS AGREEMENT ARTICLE V, THE BUYER ACKNOWLEDGES AND AGREES THAT THE PFIZER-MPP AGREEMENTSELLER HAS NOT MADE, MPP DOES NOT MAKE, AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF EXPRESSLY DISCLAIMS ANY KINDWARRANTIES, REPRESENTATIONS, COVENANTS, OR GUARANTEES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS WHETHER ARISING BY OPERATION OF LAW OR IMPLIED WARRANTIES OTHERWISE, AS TO THE MERCHANTABILITY, HABITABILITY, QUALITY OR PHYSICAL CONDITION OF MERCHANTABILITY THE PURCHASED ASSETS, OR THEIR SUITABILITY OR FITNESS FOR A ANY PARTICULAR PURPOSEPURPOSE OR USE. THE BUYER AFFIRMS THAT IT (I) HAS HAD THE OPPORTUNITY PRIOR TO EXECUTION OF THIS AGREEMENT TO INVESTIGATE AND INSPECT THE PURCHASED ASSETS, AND (II) HAS MADE ITS OWN DETERMINATION AS TO THE (A) MERCHANTABILITY, HABITABILITY, QUALITY AND PHYSICAL CONDITION OF THE PURCHASED ASSETS AND (B) THE PURCHASED ASSETS' SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE. EXCEPT AS OTHERWISE SET FORTH HEREIN, INCLUDING THE INDEMNITY OBLIGATIONS IN ARTICLE VIII, THE BUYER HEREBY AGREES TO ACCEPT THE PURCHASED ASSETS AT CLOSING IN THEIR PRESENT PHYSICAL CONDITION ON AN "AS IS", "WHERE IS", AND "WITH ALL FAULTS AND DEFECTS" BASIS, REGARDLESS OF HOW CAUSED OR CREATED (INCLUDING BY THE SELLER'S NEGLIGENCE, ACTIONS, OMISSIONS, OR FAULT, PURSUANT TO ANY STATUTORY SCHEME, DUE TO STRICT LIABILITY, OR OTHERWISE), AND ACKNOWLEDGES THAT THE SELLER SHALL NOT BE UNDER ANY OBLIGATION WHATSOEVER PURSUANT TO THIS AGREEMENT OR OTHERWISE TO UNDERTAKE ANY IMPROVEMENT, REPAIR, MODIFICATION, ALTERATION, OR OTHER WORK OF ANY KIND WITH RESPECT TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYPURCHASED ASSETS.