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. 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. 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 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. 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. EXCEPT AS EXPRESSLY SET FORTH THE FOREGOING EXPRESS LIMITED WARRANTY IS IN THIS AGREEMENT LIEU OF, AND YOU ACKNOWLEDGE AND AGREE THAT CHAOS AND ITS AFFILIATES DISCLAIM TO THE PFIZER-MPP AGREEMENTMAXIMUM EXTENT PERMITTED BY LAW, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES ALL OTHER WARRANTIES, TERMS, REPRESENTATIONS, OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIEDIMPLIED (WHETHER BY STATUTE, INCLUDING LAW, CUSTOM, USAGE OR OTHERWISE) INCLUDING, WITHOUT LIMITATION LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY OR NONINFRINGEMENT. THE FOREGOING LIMITED WARRANTY IS FURTHER NOT ENLARGED OR OTHERWISE AFFECTED BY CHAOS OR ITS AFFILIATES RENDERING OR ANY SUPPORT SERVICES OR TECHNICAL OR OTHER ADVICE OR COMMUNICATION IN CONNECTION WITH RESPECT THE PRODUCT OR ITS USE. WITHOUT LIMITING THE FOREGOING DISCLAIMER, CHAOS AND ITS AFFILIATES DO NOT WARRANT THAT PRODUCT WILL MEET YOURS EXPECTATIONS, THAT THE PERFORMANCE OR OUTPUT OF THE PRODUCT WILL BE UNINTERRUPTED, ERROR-FREE, ACCURATE, RELIABLE, OR COMPLETE NOR THAT DEFECTS OR FAULTS WILL BE CORRECTED. THE PRODUCT IS NOT A SUBSTITUTE FOR PROFESSIONAL JUDGMENT OR INDEPENDENT TESTING OF PHYSICAL PROTOTYPES FOR PRODUCT STRESS, SAFETY AND UTILITY. NOTHING IN THE FOREGOING RESTRICTS THE EFFECT OF WARRANTIES OR CONDITIONS WHICH MAY BE IMPLIED BY LAW WHICH CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED BY A CONTRACTUAL RESTRICTION. NOTWITHSTANDING ANYTHING TO THE PATENTS CONTRARY CONTAINED IN ANY TERMS AND CONDITIONS AGREED TO HEREBY, EITHER DIRECTLY OR ANY LICENSE GRANTED BY MPP REFERENCE, CHAOS AND PFIZER (IN ITS AFFILIATES DO NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION OF THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, AND THAT CHAOS OR ANY OTHER MATTERITS AFFILIATES WILL CORRECT ALL DEFECTS. 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 IS AT USER'S SOLE RISK. UNLESS CHAOS OR ITS AFFILIATES SPECIFY OTHERWISE, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS CHAOS AND ITS AFFILIATES PROVIDE THIRD PARTY PRODUCTS WITHOUT WARRANTIES OF ANY THIRD PARTYKIND. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION HOWEVER, THEIR RESPECTIVE MANUFACTURERS, DEVELOPERS, SUPPLIERS, 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 EFFICACYPUBLISHERS MAY PROVIDE THEIR OWN WARRANTIES.

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 PROVIDED IN THIS AGREEMENT, AND THE SCHEDULES HERETO AND IN EACH BENEFICIAL INTEREST ASSIGNMENT AND BILL OF SALE, ▇▇▇▇▇▇ HEREBY DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER REGARDING THE MERCHANTABILITY, MARKETABILITY, PROFITABILITY, FUTURE PERFORMANCE, USAGE, FITNESS FOR A PARTICULAR PURPOSE OR WORKMANSHIP WITH RESPECT TO ANY OF THE INITIAL ASSETS (INCLUDING, FOR THE AVOIDANCE OF DOUBT, ANY SUBSTITUTE ASSET THEREFOR), ANY PART THEREOF, THE RELATED ASSETS AND THE OTHER TRANSFERRED PROPERTY. WEST ACKNOWLEDGES AND AGREES THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT AS (AND SOLELY TO THE EXTENT) SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENTSCHEDULES HERETO AND IN EACH BENEFICIAL INTEREST ASSIGNMENT, MPP THE INITIAL ASSETS (INCLUDING, FOR THE AVOIDANCE OF DOUBT, ANY SUBSTITUTE ASSET THEREFOR), ANY PART THEREOF, THE RELATED ASSETS AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EXPRESS OTHER TRANSFERRED PROPERTY THAT WEST IS ACQUIRING DIRECTLY 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 INDIRECTLY 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 RESULT OF ITS ACQUISITION OF THE PATENTSINITIAL ASSET INTERESTS OR INITIAL ASSETS WILL BE DEEMED “AS IS, 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 PARTYWHERE IS” ON THE RELEVANT DELIVERY DATE IN THEIR THEN PRESENT CONDITION. 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.ARTICLE III

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 KINDSUPPLIER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR TITLE, NONINFRINGEMENT, AND IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SUPPLIER OR ELSEWHERE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. THE SOLUTION AND ANY THIRD PARTY TECHNOLOGY ARE MADE AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SUPPLIER, ITS LICENSORS, AND SUPPLIERS MAKE NO WARRANTY, REPRESENTATION, OR GUARANTY: (1) AS TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDERCONTENT, SEQUENCE, ACCURACY, TIMELINESS, RELEVANCE, OR WITH RESPECT COMPLETENESS OF ANY CONTENT; (2) AS TO ANY INFORMATION OFFERED OR PROVIDED WITHIN OR THROUGH THE COMPOUNDSOLUTION; OR (3) THAT THE SOLUTION MAY BE RELIED UPON FOR ANY REASON, PRODUCT WILL BE UNINTERRUPTED OR LICENSED PRODUCTERROR FREE, OR ANY OTHER MATTER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT DEFECTS CAN OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S WILL BE CORRECTED. FURTHER, YOUR 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 SOLUTION AND ANY THIRD PARTYPARTY TECHNOLOGY IS AT YOUR OWN RISK. MPP AND PFIZER (IN SUPPLIER DOES NOT WARRANT THAT THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION SOLUTION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT THIRD PARTY TECHNOLOGY WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATESMEET YOUR SPECIFIC REQUIREMENTS. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TO THE SAFETY OR EFFICACY EXTENT THAT SUPPLIER MAY NOT DISCLAIM ANY WARRANTY AS A MATTER OF APPLICABLE LAW, THE COMPOUND, PRODUCT OR LICENSED PRODUCT SCOPE AND IT SHALL DURATION OF SUCH WARRANTY WILL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE MINIMUM PERMITTED UNDER SUCH SAFETY OR EFFICACY.LAW.‌

Disclaimer. EXCEPT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NO PARTY HERETO MAKES ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE IMPROVENET SYSTEM, THE GEA CONTENT, THE GEA TECHNOLOGY, OR ANY OTHER TECHNOLOGY, CONTENT, OR INTELLECTUAL PROPERTY RIGHTS, OR ANY OTHER INFORMATION, DATA, PRODUCTS, SERVICES, ACCURACY OR RESULTS OF USE, RIGHTS OR OTHER SUBJECT MATTER OF THIS AGREEMENT AND THE PFIZER-MPP AGREEMENTHEREBY DISCLAIMS ALL IMPLIED WARRANTIES, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KINDINCLUDING, EXPRESS OR IMPLIEDWITHOUT LIMITATION, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR AND FITNESS FOR A PARTICULAR PURPOSE. TO THE EXTENT THAT ANY IMPLIED WARRANTY MAY NOT BE DISCLAIMED AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY SHALL BE THE MINIMUM PERMITTED UNDER SUCH LAW. ARTICLE X LIMITATION OF LIABILITY OTHER THAN WITH RESPECT TO INDEMNIFICATION OBLIGATIONS UNDER SECTION 12.1 OF ARTICLE XII, BREACH OF THE PATENTS NONDISCLOSURE OBLIGATIONS UNDER ARTICLE VII, AND INSTANCES OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER UNDER THIS AGREEMENT FOR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDERFORM OF SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR WITH RESPECT TO PUNITIVE DAMAGES OF ANY KIND (WHETHER OR NOT FORESEEABLE), EVEN IF INFORMED IN ADVANCE OF THE COMPOUNDPOSSIBILITY OF SUCH DAMAGES, PRODUCT OR LICENSED PRODUCTAND WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), 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 EFFICACYOTHERWISE.

Disclaimer. YOU ASSUME TOTAL RISK AND RESPONSIBILITY FOR YOUR USE OF THE FUNDING SERVICES. EXCEPT AS EXPRESSLY EXPRESLY SET FORTH IN THIS AGREEMENT THESE FUNDING TERMS AND CONDITIONS PROCESSOR WILL NOT BE LIABLE IN ANY WAY TO YOU OR ANY THIRD PARTY FOR (A) ANY INACCURACY, ERROR OR DELAY IN, OR OMISSION OF (I) ANY INFORMATION OR FUNDS OR (II) THE PFIZER-MPP AGREEMENTTRANSMISSION OR DELIVERY OF ANY SUCH FUNDS, MPP OR (B) ANY LOSS OR DAMAGE ARISING FROM OR OCCASIONED BY (I) ANY SUCH INACCURACY, ERROR, DELAY OR OMISSION, (II) NON- PERFORMANCE, OR (III) INTERRUPTION IN ANY SUCH INFORMATION FOR ANY REASON, INCLUDING BUT NOT LIMITED TO ANY NEGLIGENT ACT OR OMISSION BY PROCESSOR. THE NEXT DAY FUNDING AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS SAME DAY MONEY EXPRESS ARE PROVIDED “AS IS,” WITH ALL FAULTS, AND EXTENDS NO WARRANTIES WITHOUT WARRANTY OF ANY KIND. PROCESSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR AND IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR MERCHANTABILITY, QUIET ENJOYMENT, QUALITY OF INFORMATION, TITLE/NON-INFRINGEMENT, AND 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 PROCESSOR MAKES NO 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 COMPOUNDKIND, 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, IMPLIED WITH REGARD TO ANY HARDWARE, PRODUCTS, SOFTWARE, OR PROGRAMMING OBTAINED BY YOU FROM THIRD PARTIES (COLLECTIVELY, THE SAFETY OR EFFICACY “THIRD- PARTY ITEMS”) AND EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF THE COMPOUNDMERCHANTABILITY, PRODUCT OR LICENSED PRODUCT QUIET ENJOYMENT, QUALITY OF INFORMATION, TITLE/NON- INFRINGEMENT, AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE FITNESS FOR A PARTICULAR PURPOSE RELATED TO ENSURE SUCH SAFETY OR EFFICACYTHIRD- PARTY ITEMS.

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 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 AS EXPRESSLY SET FORTH STATED 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 OR REPRESENTATION, IN PARTICULAR, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NOTHING SHALL BE CONSTRUED AS: (a) A WARRANTY OR REPRESENTATION BY SCHERING AS TO THE VALIDITY OR SCOPE OF ANY SCHERING KNOW-HOW OR SCHERING PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OR ENFORCEABLE TRADEMARK OR THAT THE MPP’S OR LICENSEE(S)’S USE EXERCISE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER PATENT RIGHTS WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY UPON THE RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER ; (b) A REQUIREMENT THAT SCHERING SHALL FILE ANY PATENT APPLICATION OR TRADEMARK APPLICATION; SECURE ANY PATENT OR TRADEMARK APPLICATION, OR MAINTAIN ANY PATENT OR TRADEMARK APPLICATION IN THE PFIZERFORCE; (c) AN OBLIGATION BY SCHERING TO BRING OR PROSECUTE ACTIONS OR SUITS AGAINST THIRD PARTIES FOR INFRINGEMENT; (d) GRANTING BY IMPLICATION, ESTOPPEL, OR OTHERWISE BY SCHERING ANY LICENSES OR RIGHTS UNDER PATENTS OR KNOW-MPP HOW OR TRADEMARK OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT; (e) ALSO MAKE NO A REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE BY SCHERING OF THE COMPOUNDACCURACY, PRODUCT SAFETY, OR LICENSED PRODUCT WILL NOT INFRINGE USEFULNESS FOR ANY PATENT RIGHTS OR OTHER PURPOSE OF ANY 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 AT ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD TIME MADE AVAILABLE 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 EFFICACYEXHALE.

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.

Disclaimer. A. EXCEPT AS EXPRESSLY SET FORTH OTHERWISE SPECIFICALLY STATED IN THIS AGREEMENT AGREEMENT, SELLER HEREBY SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY, OR REPRESENTATION, ORAL OR WRITTEN, PAST, PRESENT, OR FUTURE OF, AS TO, OR CONCERNING THE NATURE AND CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL, AND GEOLOGY, AND THE PFIZER-MPP SUITABILITY THEREOF AND OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY ELECT TO CONDUCT THEREON. B. EXCEPT AS SPECIFICALLY STATED IN THIS AGREEMENT, MPP SELLER HAS NOT MADE AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF IS NOT MAKING ANY KIND, EXPRESS REPRESENTATION OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF WARRANTY REGARDING MERCHANTABILITY OR FITNESS FOR A ANY PARTICULAR PURPOSE, ENVIRONMENTAL CONDITIONS, ZONING OR THE AVAILABILITY OF UTILITIES OR PERMITS. PURCHASER FURTHER ACKNOWLEDGES THAT SELLER HAS NOT MADE ANY REPRESENTATIONS, ORAL OR WRITTEN, PAST, PRESENT, OR FUTURE, AS TO THE ABILITY OF PURCHASER TO OBTAIN NECESSARY BUILDING AND OCCUPANCY PERMITS FOR THE PROPERTY. C. PURCHASER ACKNOWLEDGES THAT HAVING BEEN GIVEN A SUFFICIENT OPPORTUNITY TO INSPECT THE PROPERTY, AND TO REVIEW THE VIRTUAL DATA ROOM OR OTHER MATERIAL GIVEN TO PURCHASER, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND FINANCIAL ANALYSIS OF THE REVENUE AND EXPENSES THAT MAY BE RECEIVED OR INCURRED IN ARRIVING AT ITS DECISION TO PURCHASE THE PROPERTY AND HAS NOT RELIED UPON ANY PLANS SELLING BROCHURES, ADVERTISEMENTS, REPRESENTATIONS WARRANTES, STATEMENTS OR ESTIMATES OF ANY NATURE WRITTEN OR ORAL BY SELLER OR SELLER’S AGENT IN DECIDING TO PURCHASE THE PROPERTY AT THE STATED PRICE. D. PURCHASER IS PURCHASING THE PROPERTY IN ITS PRESENT CONDITION, "AS IS, WHERE IS", AND SELLER HAS NO OBLIGATION TO CONSTRUCT ANY IMPROVEMENTS THEREON, OR TO PERFORM ANY OTHER ACT REGARDING THE PROPERTY, EXCEPT AS EXPRESSLY PROVIDED HEREIN. E. ANY FACTUAL INFORMATION SUCH AS PROPERTY DIMENSIONS, SQUARE FOOTAGE, OR SKETCHES SHOWN TO PURCHASER OR SET FORTH HEREIN ARE OR MAY BE APPROXIMATE AND PURCHASER REPRESENTS TO SELLER THAT THEY HAVE INSPECTED AND VERIFIED THE FACTS AND INFORMATION PRIOR TO THE EXECUTION OF THIS AGREEMENT. NO LIABILITY FOR ANY INACCURACIES, ERRORS OR OMISSIONS IS ASSUMED BY THE SELLER, THE BROKER OR OTHER AGENTS. F. THE REAL ESTATE SALESPERSONS AND BROKERS IN THIS TRANSACTION HAVE NO EXPERTISE WITH RESPECT TO ENVIRONMENTAL MATTERS. PROPER INSPECTIONS OF THE PATENTS PROPERTY BY QUALIFIED EXPERTS ARE AN ABSOLUTE NECESSITY TO DETERMINE WHETHER OR NOT THERE ARE ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDER, CURRENT OR WITH RESPECT POTENTIAL ENVIRONMENTAL CONCERNS RELATING TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTERPROPERTY. FURTHERMORE, NOTHING THE REAL ESTATE SALESPERSONS AND BROKERS IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT TRANSACTION HAVE NOT MADE, NOR WILL THEY MAKE, 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 PATENTSREPRESENTATIONS, 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 EITHER EXPRESSED OR IMPLIED, WITH REGARD REGARDING THE EXISTENCE OR NON-EXISTENCE OF ANY SUCH ENVIRONMENTAL CONCERNS IN OR ON THE PROPERTY. PROBLEMS INVOLVING ENVIRONMENTAL CONCERNS CAN BE EXTREMELY COSTLY TO CORRECT. IT IS THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE PURCHASER TO ENSURE RETAIN QUALIFIED EXPERTS TO DEAL WITH THE DETECTION AND CORRECTION OF SUCH SAFETY OR EFFICACYMATTERS.

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 THE PATENTS AND LISTED IN APPENDIX IB ARE BEING LICENSED KNOWTO COMPANY ON AN AS-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 EFFICACYIS BASIS.

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. WITHOUT PREJUDICE TO ANY PROVISIONS OF THE OTHER TRANSACTION DOCUMENTS OR COMMERCIAL AGREEMENTS AND EXCEPT AS EXPRESSLY OTHERWISE SET FORTH IN THIS AGREEMENT HEREIN, EACH PARTY AGREES AND ACKNOWLEDGES THAT THE PFIZERLICENSED PATENTS, SHARED IP AND SHARED SOFTWARE ARE LICENSED HEREUNDER ON AN AS-MPP AGREEMENTIS BASIS, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES WITH ALL FAULTS, WITHOUT WARRANTY OF ANY KIND, EXPRESS AND SUBJECT TO ALL EXISTING LICENSES AND RIGHTS GRANTED, AND THAT EXCEPT AS OTHERWISE SET FORTH HEREIN 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) HEREUNDEROTHER TRANSACTION DOCUMENTS OR COMMERCIAL AGREEMENTS, OR WITH RESPECT TO THE COMPOUNDNO PARTY NOR ANY OF THEIR RESPECTIVE AFFILIATES MAKES, 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 AND EACH OF THE PATENTSPARTIES AND THEIR RESPECTIVE AFFILIATES HEREBY SPECIFICALLY DISCLAIM, 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 ALL REPRESENTATIONS 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 THERETO INCLUDING OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT; AND FURTHER, NEITHER PARTY MAKES ANY REPRESENTATIONS, OR EXTENDS WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, NOR ASSUMES ANY RESPONSIBILITIES WHATSOEVER WITH RESPECT TO THE SAFETY MANUFACTURE, USE, SALE OR EFFICACY OTHER DISPOSITION (AS APPLICABLE) BY THE OTHER PARTY, ITS AFFILIATES OR ITS OR THEIR RESPECTIVE LICENSEES OR OTHER TRANSFEREES, OR CUSTOMERS, OF PRODUCTS, PROCESSES OR METHODS INCORPORATING OR MADE BY USE OF INTELLECTUAL PROPERTY OR SOFTWARE SUBJECT TO THIS AGREEMENT. EACH PARTY AND ITS SUBSIDIARIES ASSUME TOTAL RESPONSIBILITY AND RISK FOR THEIR USE OF THE COMPOUNDRIGHTS GRANTED TO THEM BY THE OTHER PARTY UNDER THIS AGREEMENT, PRODUCT INCLUDING THE RISK OF ANY DEFECTS OR LICENSED PRODUCT INACCURACIES THEREIN. THE PARTIES ACKNOWLEDGE AND IT AGREE THAT NOTHING CONTAINED IN THIS AGREEMENT SHALL CONSTITUTE A WAIVER OF ANY OF A PARTY’S RIGHTS PURSUANT TO THE OTHER TRANSACTION DOCUMENTS OR COMMERCIAL AGREEMENTS AND THAT THE REPRESENTATIONS, WARRANTIES, COVENANTS, AGREEMENTS, INDEMNITIES AND OTHER TERMS CONTAINED THEREIN SHALL NOT BE ALTERED OR SUPERSEDED HEREBY, BUT SHALL REMAIN IN FULL FORCE AND EFFECT TO THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYFULL EXTENT PROVIDED THEREIN.

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 SIONNA 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. FURTHERMOREIN NO EVENT SHALL ABBVIE BE LIABLE FOR ANY LOSSES IN EXCESS OF [***] FOR ANY BREACH OF ITS OBLIGATIONS, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT REPRESENTATIONS OR WARRANTIES HEREUNDER. EACH PARTY HEREBY 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 THE RESEARCH, DEVELOPMENT, MANUFACTURE OR COMMERCIALIZATION OF THE COMPOUND, PRODUCT ANY LICENSED COMPOUND OR ANY 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 PROVIDED IN THIS AGREEMENT OR SCHEDULES SPECIFIC TO AN OFFERING, ALL DRAGOS OFFERINGS, DRAGOS TECHNOLOGY, DRAGOS DATA, DRAGOS WORKS, AND ANY OTHER MATERIALS, SOFTWARE, DATA, HARDWARE, APPLIANCE, EQUIPMENT AND/OR SERVICES PROVIDED OR LICENSED BY DRAGOS HEREUNDER ARE PROVIDED “AS IS” AND “WITH ALL FAULTS,” AND TO THE PFIZER-MPP AGREEMENTMAXIMUM EXTENT PERMITTED BY LAW, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES DRAGOS EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, TERMS, OR CONDITIONS OF ANY KINDKIND OR NATURE, EXPRESS WHETHER EXPRESS, IMPLIED OR IMPLIEDSTATUTORY INCLUDING, INCLUDING WITHOUT LIMITATION ANY EXPRESS WARRANTIES, TERMS, OR IMPLIED WARRANTIES CONDITIONS OF MERCHANTABILITY OR MERCHANTABILITY, ACCURACY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSEPURPOSE AND NON-INFRINGEMENT, OR ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE. ▇▇▇▇▇▇ DOES NOT WARRANT THAT THE FOREGOING WILL MEET CUSTOMER’S REQUIREMENTS, THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ALL ERRORS WILL BE CORRECTED OR THAT AN OFFERING WILL OPERATE IN COMBINATION WITH RESPECT TO THE PATENTS HARDWARE OR SOFTWARE NOT PROVIDED BY DRAGOS. DRAGOS DOES NOT GUARANTEE OR OTHERWISE WARRANT THAT ANY LICENSE GRANTED BY MPP AND PFIZER (OFFERING WILL RESULT IN THE PFIZER-MPP AGREEMENT) HEREUNDERIDENTIFICATION, DETECTION, CONTAINMENT, ERADICATION OF, OR WITH RESPECT TO THE COMPOUNDRECOVERY FROM CUSTOMER’S SYSTEM THREATS, PRODUCT OR LICENSED PRODUCTVULNERABILITIES, MALWARE, MALICIOUS SOFTWARE, 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 EFFICACYMALICIOUS THREATS.

Disclaimer. (A) EXCEPT AS EXPRESSLY SET FORTH OTHERWISE SPECIFICALLY STATED IN THIS AGREEMENT AGREEMENT, SELLER HEREBY SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY, OR REPRESENTATION, ORAL OR WRITTEN, PAST, PRESENT, OR FUTURE OF, AS TO, OR CONCERNING THE NATURE AND CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL, AND GEOLOGY, AND THE PFIZER-MPP SUITABILITY THEREOF AND OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH BUYER MAY ELECT TO CONDUCT THEREON. (B) EXCEPT AS SPECIFICALLY STATED IN THIS AGREEMENT, MPP SELLER HAS NOT MADE AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF IS NOT MAKING ANY KIND, EXPRESS REPRESENTATION OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF WARRANTY REGARDING MERCHANTABILITY OR FITNESS FOR A ANY PARTICULAR PURPOSE, ENVIRONMENTAL CONDITIONS, ZONING OR THE AVAILABILITY OF UTILITIES OR PERMITS. (C) BUYER ACKNOWLEDGES THAT HAVING BEEN GIVEN A SUFFICIENT OPPORTUNITY TO INSPECT THE PROPERTY, AND TO REVIEW OTHER MATERIAL GIVEN TO BUYER, BUYER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY IN ARRIVING AT ITS DECISION TO PURCHASE THE PROPERTY AND HAS NOT RELIED UPON ANY PLANS SELLING BROCHURES, ADVERTISEMENTS, REPRESENTATIONS WARRANTES, STATEMENTS OR ESTIMATES OF ANY NATURE WRITTEN OR ORAL BY SELLER OR SELLER’S AGENT IN DECIDING TO PURCHASE THE PROPERTY AT THE STATED PRICE. (D) BUYER IS PURCHASING THE PROPERTY IN ITS PRESENT CONDITION, "AS IS, WHERE IS", AND SELLER HAS NO OBLIGATION TO CONSTRUCT ANY IMPROVEMENTS THEREON, OR TO PERFORM ANY OTHER ACT REGARDING THE PROPERTY, EXCEPT AS EXPRESSLY PROVIDED HEREIN. (E) ANY FACTUAL INFORMATION SUCH AS PROPERTY DIMENSIONS, SQUARE FOOTAGE, OR SKETCHES SHOWN TO BUYER OR SET FORTH HEREIN ARE OR MAY BE APPROXIMATE AND BUYER REPRESENTS TO SELLER THAT THEY HAVE INSPECTED AND VERIFIED THE FACTS AND INFORMATION PRIOR TO THE EXECUTION OF THIS AGREEMENT. NO LIABILITY FOR ANY INACCURACIES, ERRORS OR OMISSIONS IS ASSUMED BY THE SELLER, THE BROKER OR OTHER AGENTS. (F) THE REAL ESTATE SALESPERSONS AND BROKERS IN THIS TRANSACTION HAVE NO EXPERTISE WITH RESPECT TO ENVIRONMENTAL MATTERS. PROPER INSPECTIONS OF THE PATENTS PROPERTY BY QUALIFIED EXPERTS ARE ENCOURAGED TO DETERMINE WHETHER OR NOT THERE ARE ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDER, CURRENT OR WITH RESPECT POTENTIAL ENVIRONMENTAL CONCERNS RELATING TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTERPROPERTY. FURTHERMORE, NOTHING THE REAL ESTATE SALESPERSONS AND BROKERS IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT TRANSACTION HAVE NOT MADE, NOR WILL THEY MAKE, 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 PATENTSREPRESENTATIONS, 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 EITHER EXPRESSED OR IMPLIED, WITH REGARD REGARDING THE EXISTENCE OR NON-EXISTENCE OF ANY SUCH ENVIRONMENTAL CONCERNS IN OR ON THE PROPERTY. (G) BUYER HAS BEEN MADE AWARE OF ANY DEED RESTRICTIONS THAT ARE ATTACHED TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT THIS PROPERTY AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE IS BUYING SUBJECT TO ENSURE SUCH SAFETY OR EFFICACYTHOSE DEED RESTRICTIONS.

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 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 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. (1) AS-IS, WHERE-IS. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH PROVIDED IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (PARAGRAPH 8A OR IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS DEED, THE SALE OF THE PROPERTY HEREUNDER IS AND EXTENDS NO WILL BE MADE ON AN "AS IS, WHERE IS" BASIS AND THAT 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 MATTERMATTER WHATSOEVER. (2) SOPHISTICATION OF BUYER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS BUYER IS A WARRANTY SOPHISTICATED PURCHASER WHO IS FAMILIAR WITH THE OWNERSHIP AND OPERATION OF REAL ESTATE PROJECTS SIMILAR TO THE PROPERTY AND THAT ANY PATENT BUYER HAS OR OTHER PROPRIETARY RIGHTS INCLUDED IN WILL HAVE ADEQUATE OPPORTUNITY TO COMPLETE ALL PHYSICAL AND FINANCIAL EXAMINATIONS RELATING TO THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE ACQUISITION OF THE PATENTSPROPERTY HEREUNDER IT DEEMS NECESSARY, LICENSED KNOW-HOW, COMPOUND, PRODUCT AND WILL ACQUIRE THE SAME SOLELY ON THE BASIS OF SUCH EXAMINATIONS AND THE TITLE INSURANCE PROTECTION AFFORDED BY THE OWNER'S POLICY AND NOT ON ANY INFORMATION PROVIDED 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 TO BE PROVIDED BY SELLER (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER AS EXPRESSLY PROVIDED IN PARAGRAPH 8A OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZERDEED). (3) INTERIM/PASSIVE OWNER. SELLER (A) DID NOT DEVELOP OR CONSTRUCT THE PROPERTY; AND (B) HAS DELEGATED THE DAY-MPP AGREEMENTTO-DAY MANAGEMENT OF THE PROPERTY TO MANAGER. (4) ALSO DO NOT GIVE DUE DILIGENCE MATERIALS. ANY WARRANTY, EXPRESS INFORMATION PROVIDED OR IMPLIED, TO BE PROVIDED WITH REGARD RESPECT TO THE SAFETY PROPERTY IS SOLELY FOR BUYER'S CONVENIENCE AND WAS OR EFFICACY WILL BE 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 COMPOUNDACCURACY OR COMPLETENESS OF SUCH INFORMATION (EXCEPT TO THE EXTENT PROVIDED IN PARAGRAPH 8A AND IN THE DEED). SELLER SHALL NOT BE LIABLE FOR ANY NEGLIGENT MISREPRESENTATION OR ANY FAILURE TO INVESTIGATE THE PROPERTY NOR SHALL SELLER BE BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, PRODUCT REPRESENTATIONS, APPRAISALS, ENVIRONMENTAL ASSESSMENT REPORTS, OR LICENSED PRODUCT AND IT SHALL BE OTHER INFORMATION PERTAINING TO THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY PROPERTY OR EFFICACYTHE OPERATION THEREOF, FURNISHED BY SELLER, MANAGER, OR BY ANY REAL ESTATE BROKER, AGENT, REPRESENTATIVE, AFFILIATE, EMPLOYEE, SERVANT OR OTHER PERSON OR ENTITY ACTING ON SELLER'S BEHALF (COLLECTIVELY, "SELLER RELATED PARTIES").

Disclaimer. THE COMPANY 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 PARENT 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 BUSINESS, OR THE ACCURACY AND COMPLETENESS OF ANY INFORMATION REGARDING THE ACQUIRED ASSETS FURNISHED OR MADE AVAILABLE TO THE COMPANY AND ITS REPRESENTATIVES AND THE COMPANY HAS NOT RELIED ON ANY REPRESENTATION FROM PARENT OR ANY OTHER PERSON WITH RESPECT TO THE ACQUIRED ASSETS, THE PRODUCT, ANY ASPECT OF THE BUSINESS, OR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING THE ACQUIRED ASSETS FURNISHED OR MADE AVAILABLE TO THE COMPANY AND ITS REPRESENTATIVES IN DETERMINING TO ENTER INTO THIS AGREEMENT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE IV. THE COMPANY ACKNOWLEDGES THAT SHOULD THE CLOSING OCCUR, THE COMPANY 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 THE COMPANY 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) HEREUNDERCOMPANY 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 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 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 KINDPRODUCTS, 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. RESELLER 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. RESELLER 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 RESELLER 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. EXCEPT AS EXPRESSLY SET FORTH IN NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, ALL LICENSES TO ANY AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES ALL LICENSED MARKS UNDER THIS AGREEMENT ARE BEING MADE WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS KIND OR IMPLIEDNATURE, INCLUDING WITHOUT LIMITATION (A) AS TO THEIR VALUE OR FREEDOM FROM ANY EXPRESS OR IMPLIED WARRANTIES SECURITY INTERESTS; (B) AS TO TITLE, NONINFRINGEMENT, VALIDITY, ENFORCEABILITY, ACCURACY OF INFORMATIONAL CONTENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (WHETHER OR NOT A PARTY OR ITS AFFILIATES KNOWS OR HAS REASON TO KNOW ANY SUCH PURPOSE) OR ANY OTHER MATTER, INCLUDING ANY REPRESENTATION OR WARRANTY (EXPRESS OR IMPLIED, ORAL OR WRITTEN), WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE; OR (C) AS TO THE LEGAL SUFFICIENCY TO GRANT ANY RIGHTS THEREIN AND AS TO ANY CONSENTS OR APPROVALS REQUIRED IN CONNECTION HEREWITH OR THEREWITH, AND NEITHER PARTY, NOR ANY OF ITS AFFILIATES OR REPRESENTATIVES, MAKES OR HAS MADE ANY REPRESENTATION OR WARRANTY, AND HEREBY EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, AT LAW OR IN EQUITY, WITH RESPECT TO THE PATENTS LICENSED MARKS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP CONNECTION WITH THIS AGREEMENT) HEREUNDER, OR INCLUDING WITH RESPECT TO THE COMPOUNDMATTERS DESCRIBED IN THE FOREGOING CLAUSES (A)-(C). WITHOUT LIMITING THE FOREGOING, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING ATMCO AND ITS AFFILIATES HEREBY ACKNOWLEDGE AND AGREE THAT ALL LICENSES IN THIS AGREEMENT SHALL BE CONSTRUED ARE BEING MADE “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 PATENTSIS, 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 EFFICACYWHERE IS.”

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 THE PATENTS IS VALID ERROR OR ENFORCEABLE EVENT CAUSED 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.PERMITTED BY OR

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENTPROVIDED HEREIN, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ISD MAKES NO REPRESENTATIONS AND EXTENDS NO OR WARRANTIES OF ANY KIND, EXPRESS WITH RESPECT TO THE SOFTWARE PRODUCT OR IMPLIEDSOFTWARE MAINTENANCE SUPPORT SERVICES SUPPLIED HEREUNDER, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR AND FITNESS FOR A PARTICULAR PURPOSE. IF UNDER THE LAW RULED APPLICABLE TO THIS CONTRACT ANY PART OF THE ABOVE DISCLAIMER OF EXPRESSED OR IMPLIED WARRANTIES IS INVALID, WITH RESPECT THEN ISD DISCLAIMS EXPRESS OR IMPLIED WARRANTIES TO THE PATENTS MAXIMUM EXTENT ALLOWED BY SAID LAW. LIMITATION OF LIABILITY IN NO EVENT WILL ISD OR A ISD GROUP COMPANY BE LIABLE FOR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDERDIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE OR PRODUCTION, LOSS OF REVENUE OR PROFIT, LOSS OF DATA, OR CLAIMS OF THIRD PARTIES, EVEN IF ISD OR A ISD GROUP COMPANY HAS KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL ISD’S OR A ISD GROUP COMPANY’S LIABILITY UNDER THIS CONTRACT EXCEED THE AMOUNT THAT ISD HAS BEEN PAID BY CUSTOMER UNDER THIS CONTRACT AT THE TIME THE CLAIM IS MADE. EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, NO CLAIM, REGARDLESS OF FORM, ARISING OUT OF OR IN CONNECTION WITH RESPECT THIS CONTRACT MAY BE BROUGHT BY CUSTOMER MORE THAN TWO (2) YEARS AFTER THE EVENT GIVING RISE TO THE COMPOUNDCAUSE OF ACTION HAS OCCURRED. IF UNDER THE LAW RULED APPLICABLE TO THIS CONTRACT ANY PART OF THIS SECTION 9.0 IS INVALID, 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 THEN ISD LIMITS ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD LIABILITY 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 EFFICACYMAXIMUM EXTENT ALLOWED BY SAID LAW.

Disclaimer. THE LICENSED PRODUCTS ARE PROVIDED TO LICENSEE “AS IS” AND “WITH ALL FAULTS.” IEEE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXPRESSLY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS (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 KINDSECTION 6), EXPRESS OR IMPLIED, INCLUDING INCLUDING, WITHOUT LIMITATION ANY EXPRESS OR LIMITATION: (A) THE IMPLIED WARRANTIES OF MERCHANTABILITY OR AND FITNESS FOR A PARTICULAR PURPOSE, ; AND (B) ANY WARRANTY WITH RESPECT TO THE PATENTS QUALITY, ACCURACY, CURRENCY OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN COMPLETENESS OF THE PFIZER-MPP AGREEMENT) HEREUNDERLICENSED PRODUCTS, OR WITH RESPECT THAT LICENSEE’S USE OF THE LICENSED PRODUCTS WILL BE ERROR-FREE, UNINTERRUPTED, FREE FROM OTHER FAILURES OR WILL MEET LICENSEE’S REQUIREMENTS. LICENSEE ACKNOWLEDGES AND AGREES THAT THE CONTENTS OF THE LICENSED PRODUCTS ARE SUBJECT TO CHANGE. LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE COMPOUNDOTHER PARTY FOR ANY INCIDENTAL, PRODUCT INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES ARISING FROM ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS OR FINANCIAL LOSS OCCASIONED BY OR RESULTING FROM ANY USE OF THE LICENSED PRODUCTPRODUCTS, SUCH AS ANY MALFUNCTION, DEFECT OR FAILURE OF THE LICENSED PRODUCTS OR THEIR DELIVERY VIA THE INTERNET, EVEN IF SUCH PARTY HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE. IEEE UNDERTAKES NO RESPONSIBILITY FOR, AND DISCLAIMS ALL LIABILITY ARISING FROM, ANY DEFECTS OR FAILURES IN ANY COMMUNICATIONS LINES, THE INTERNET OR INTERNET SERVICE PROVIDER, LICENSEE'S COMPUTER HARDWARE OR SOFTWARE, OR ANY OTHER MATTERSERVICE OR DEVICE USED TO ACCESS THE LICENSED PRODUCTS OR TO AUTHENTICATE ANY USER AS AN AUTHORIZED USER. FURTHERMORE, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY LICENSEE ACKNOWLEDGES AND AGREES THAT IEEE IS NOT RESPONSIBLE FOR THE ACCURACY OF ANY PATENT INFORMATION OR OTHER PROPRIETARY RIGHTS INCLUDED DATA CONTAINED IN THE PATENTS IS VALID LICENSED PRODUCTS, AND IEEE SHALL NOT BE LIABLE FOR ANY LOSSES OR ENFORCEABLE DAMAGES RESULTING FROM RELIANCE ON ANY SUCH INFORMATION OR THAT THE MPP’S OR LICENSEE(SDATA UNDER ANY CIRCUMSTANCES. Post Cancellation Access. Upon termination of this Agreement, except in the event of termination by IEEE pursuant to Section 5(b)’S USE OF THE PATENTS, LICENSED KNOWLicensee may obtain post-HOWcancellation access to the portion of the Licensed Products published between the Service Date and termination date of this Agreement by entering into an online or offline IEEE Post-Cancellation Access Agreement and paying the applicable fees. To the extent the Licensed Products includes any of the following, COMPOUNDsuch access shall not include access to any IEEE Standards Online Packages, 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 PFIZEReBooks, IET content in offline format, or content licensed by IEEE from third-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 EFFICACYparty content providers or for which IEEE otherwise does not have the right to provide archival access.

Disclaimer. EXCEPT SELLER SHALL NOT BE LIABLE FOR FAILURE OR DELAY IN DELIVERY OF GOODS SOLD OR LEASED, OCCASIONED BY LABOR DISPUTES, FORCE MAJEURE, OR OTHER CAUSES BEYOND SELLER’S CONTROL; NOR FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM ANY BREACH OF CONTRACT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND DEFINED BY THE PFIZER-MPP AGREEMENTUNIFORM COMMERCIAL CODE RELATIVE TO SAID SALE OR LEASE. SELLER'S SOLE LIABILITY SHALL BE TO REFUND THE PURCHASE PRICE OR RENTAL PAID, MPP AND PFIZER (IN OR REPLACE THE PFIZER-MPP AGREEMENT) MAKES GOODS OR EQUIPMENT WITH SIMILAR GOODS OR EQUIPMENT. THERE IS NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES WARRANTY 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, PURPOSE WITH REGARD TO GOODS SOLD OR LEASED TO CUSTOMER, IT BEING UNDERSTOOD AND AGREED THAT CUSTOMER HAS SELECTED THE SAFETY GOODS OR EFFICACY EQUIPMENT BASED ENTIRELY UPON ITS OWN SKILL AND JUDGMENT. THERE ARE NO OTHER WARRANTIES EXCEPT THOSE EXPRESS WARRANTIES, IF ANY, PROVIDED BY THE MANUFACTURER, FOR WHICH THE MANUFACTURER SHALL HAVE SOLE RESPONSIBILITY. CLAIMS RELATING TO NON-CONFORMITY OR BREACH SHALL BE DEEMED WAIVED UNLESS MADE IN WRITING TO THE SELLER WITHIN 10 DAYS OF DELIVERY OF THE COMPOUND, PRODUCT GOODS OR LICENSED PRODUCT AND IT SHALL BE EQUIPMENT OR OCCURRENCE OF THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYBREACH.

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 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. EXCEPT BUYER ACKNOWLEDGES AND AGREES THAT IT IS A SOPHISTICATED BUYER WHO IS FAMILIAR WITH THE OWNERSHIP AND OPERATION OF REAL ESTATE PROJECTS SIMILAR TO THE PROPERTY, AND THAT BUYER HAS BEEN GIVEN OR WILL BE GIVEN BEFORE THE END OF THE DUE DILIGENCE PERIOD, A FULL OPPORTUNITY TO INSPECT AND INVESTIGATE EACH AND EVERY ASPECT OF THE PROPERTY AND ANY AND ALL OTHER MATTERS RELATING THERETO, EITHER INDEPENDENTLY OR THROUGH AGENTS OF BUYER’S CHOOSING, INCLUDING, WITHOUT LIMITATION: (a) ALL MATTERS RELATING TO TITLE, TOGETHER WITH ALL GOVERNMENTAL AND OTHER LEGAL REQUIREMENTS SUCH AS EXPRESSLY SET FORTH TAXES, ASSESSMENTS, ZONING, USE PERMIT REQUIREMENTS AND BUILDING CODES. (b) THE PHYSICAL CONDITION AND ASPECTS OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE INTERIOR, THE EXTERIOR, THE SQUARE FOOTAGE WITHIN THE IMPROVEMENTS, THE STRUCTURE, SEISMIC ASPECTS OF THE PROPERTY, THE PAVING, THE UTILITIES, AND ALL OTHER PHYSICAL AND FUNCTIONAL ASPECTS OF THE PROPERTY. SUCH EXAMINATION OF THE PHYSICAL CONDITION OF THE PROPERTY SHALL INCLUDE AN EXAMINATION FOR THE PRESENCE OR ABSENCE OF “HAZARDOUS MATERIALS”, (AS HEREUNDER DEFINED), WHICH SHALL BE PERFORMED OR ARRANGED BY BUYER AT BUYER’S SOLE EXPENSE. FOR PURPOSES OF THIS AGREEMENT, “HAZARDOUS MATERIALS” SHALL MEAN MOLD, FUNGI, BACTERIA AND/OR BIOLOGICAL GROWTH OR BIOLOGICAL GROWTH FACTORS, INFLAMMABLE EXPLOSIVES, RADIOACTIVE MATERIALS, ASBESTOS, POLYCHLORINATED BIPHENYLS, LEAD, LEAD-BASED PAINT, UNDER AND/OR ABOVE GROUND TANKS, HAZARDOUS MATERIALS, HAZARDOUS WASTES, HAZARDOUS SUBSTANCES, OIL, OR RELATED MATERIALS, WHICH ARE LISTED OR REGULATED IN THIS AGREEMENT THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980, AS AMENDED (42 U.S.C. SECTIONS 6901, ET SEQ.), THE RESOURCES CONSERVATION AND RECOVERY ACT OF 1976 (42 U.S.C. SECTION 6901, ET SEQ.), THE CLEAN WATER ACT (33 U.S.C. SECTION 1251, ET SEQ.), THE SAFE DRINKING WATER ACT (14 U.S.C. SECTION 1401, ET SEQ.), THE HAZARDOUS MATERIALS TRANSPORTATION ACT (49 U.S.C. SECTION 1801, ET SEQ.), AND THE PFIZER-MPP AGREEMENTTOXIC SUBSTANCE CONTROL ACT (15 U.S.C. SECTION 2601, MPP ET SEQ.), AND PFIZER ANY OTHER APPLICABLE FEDERAL, STATE OR LOCAL LAWS. (c) ANY EASEMENTS AND/OR ACCESS RIGHTS AFFECTING THE PROPERTY. (d) THE LEASES AND ALL MATTERS IN CONNECTION THEREWITH, INCLUDING, WITHOUT LIMITATION, THE PFIZER-MPP AGREEMENTABILITY OF THE VARIOUS TENANTS TO PAY THE RENT AND THE ECONOMIC VIABILITY OF THE VARIOUS TENANTS. (e) MAKES NO REPRESENTATIONS ALL MATTERS ARISING OUT OF OR RELATING IN ANY WAY TO ANY OTHER DOCUMENTS OR AGREEMENTS OF SIGNIFICANCE AFFECTING THE PROPERTY. (f) ALL FINANCIAL EXAMINATIONS AND EXTENDS NO WARRANTIES OTHER MATTERS OF ANY KIND, EXPRESS SIGNIFICANCE AFFECTING THE PROPERTY OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT OTHERWISE RELATING TO THE PATENTS OR ANY LICENSE GRANTED ACQUISITION 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 BUYER OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT PROPERTY. BUYER WILL ACQUIRE THE PROPERTY SOLELY ON THE BASIS OF AND IN RELIANCE UPON SUCH EXAMINATIONS AND THE TITLE INSURANCE PROTECTION AFFORDED BY THE OWNER’S POLICY AND NOT ON ANY INFORMATION PROVIDED 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 TO BE PROVIDED BY SELLER (OTHER THAN THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (AS EXPRESSLY PROVIDED 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 EFFICACYREPRESENTATIONS MADE BY SELLER UNDER SECTION 6.1).

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 CERTIFICATE DELIVERED PURSUANT TO SECTION 7.02(c) AND IN ANY TRANSACTION DOCUMENT, ARE AND SHALL CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES TO PURCHASER AND MERGER SUB IN CONNECTION WITH THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP THE TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, AND PFIZER (b) EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES REFERRED TO IN CLAUSE (a) ABOVE, NEITHER THE COMPANY, ITS SUBSIDIARIES NOR ANY NON-RECOURSE PARTY 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 THE COMPANY AND 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 AGREEMENTCERTIFICATE DELIVERED PURSUANT TO SECTION 7.02(c) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF IN ANY KINDTRANSACTION DOCUMENT, 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, ARE HEREBY EXPRESSLY DISCLAIMED. PURCHASER AND MERGER SUB REPRESENT, WARRANT, COVENANT AND AGREE, ON BEHALF OF THEMSELVES AND THEIR RESPECTIVE AFFILIATES, THAT PURCHASER AND MERGER SUB 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 TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDERALL FAULTS”, 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 REPRESENTATIONS AND LICENSED KNOW-HOW) OF PFIZER OR ITS AFFILIATES. MPP WARRANTIES EXPRESSLY MADE BY THE COMPANY AS SET FORTH IN ARTICLE IV HEREOF AND PFIZER (IN THE PFIZER-MPP AGREEMENTCERTIFICATE DELIVERED PURSUANT TO SECTION 7.02(c) ALSO DO NOT GIVE AND IN ANY WARRANTYTRANSACTION DOCUMENT. Without limiting the generality of the immediately preceding paragraph, EXPRESS OR IMPLIEDit is understood and agreed by Purchaser and Merger Sub, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUNDon behalf of themselves and their respective Affiliates, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACY(i) that any cost estimate, projection or other prediction, data, 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 Shares or any of their respective Representatives, are not and shall not be deemed to be or to include representations or warranties of the Company, except to the extent explicitly set forth in Article IV hereof and in the certificate delivered pursuant to Section 7.02(c) and (ii) that no such Person has relied on any such cost estimate, projections or other prediction, data, financial information or any such memoranda or materials except to the extent explicitly set forth in Article IV hereof.

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 AS NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR OTHERWISE: (a) THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY EXPRESSLY SET FORTH IN ARTICLE III, ARE AND SHALL CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES TO PARENT AND MERGER SUB 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, NONE OF THE COMPANY, ITS SUBSIDIARIES, ANY NON-RECOURSE 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. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR OTHERWISE, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ARTICLE III, 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, ARE HEREBY EXPRESSLY DISCLAIMED. PARENT AND MERGER SUB REPRESENT, WARRANT, COVENANT AND AGREE, ON BEHALF OF THEMSELVES AND THEIR RESPECTIVE AFFILIATES, 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 III, AND THAT PARENT AND MERGER SUB 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 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 Parent and Merger Sub, on behalf of themselves and their respective Affiliates, 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 the Company or its Subsidiaries, any direct or indirect holder of Company Shares 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 III hereof as a representation and warranty by (IN THE PFIZER-MPP AGREEMENTand only by) 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 EFFICACYthe Company.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENTARTICLE XI HEREINAFTER, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) NEITHER PARTY MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES WARRANTIES, STATUTORY OR OTHERWISE, CONCERNING THE VACCINE, ANY VACCINE INFORMATION, TRADE SECRETS OR ANY CONFIDENTIAL INFORMATION COMMUNICATED TO THE OTHER PARTY. SPECIFICALLY, BUT WITHOUT LIMITING THE FOREGOING, NEITHER PARTY MAKE ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR MERCHANTABILITY, NON-INFRINGEMENT, FITNESS (FOR A PARTICULAR PURPOSEPURPOSE OR OTHERWISE), WITH RESPECT QUALITY OR USEFULNESS OF THE VACCINE, ANY VACCINE INFORMATION, TRADE SECRETS OR ANY CONFIDENTIAL INFORMATION COMMUNICATED TO THE OTHER PARTY. ALL MATERIALS PROVIDED HEREUNDER ARE PROVIDED ON AN “AS IS” BASIS. NEITHER PARTY WARRANTS THE ACCURACY OF ANY INFORMATION INCLUDED WITHIN THE VACCINE INFORMATION OR CONFIDENTIAL INFORMATION NOR DOES ANY PARTY WARRANT THAT ANY SUCH INFORMATION CONSTITUTES TRADE SECRETS OR. CONFIDENTIAL INFORMATION OR THAT THE VACCINE PATENTS OR ANY LICENSE GRANTED PATENTS COVERING IMPROVEMENTS WILL BE FREE FROM CLAIMS OF INFRINGEMENT BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, THIRD PARTIES 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 THIRD PARTIES. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE INCURRED BY THE OTHER PARTY OR 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 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. 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. (a) EXCEPT AS EXPRESSLY FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENTARTICLE VI OR IN SECTION 5.2(D), 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 WITH RESPECT TO THE BMS RIGHTS, BMS PATENTS OR BMS KNOW-HOW, IMPROVEMENTS, REGISTRATIONAL INFORMATION, REGULATORY FILINGS, APPROVALS, PRODUCT DATA, OTHER PRODUCT DATA OR REPORTS, STUDIES, PATENTS, PROCESSES, FORMULATIONS, TECHNIQUES OR OTHER TRADE SECRETS OR CONFIDENTIAL INFORMATION PROVIDED BY BMS TO CADENCE HEREUNDER OR ANY LICENSE GRANTED BY BMS HEREUNDER, OR WITH RESPECT TO ANY COMPOUNDS OR PRODUCTS. WITHOUT LIMITATION ANY LIMITING THE FOREGOING, BMS MAKES NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE BMS RIGHTS, BMS PATENTS 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 BY BMS THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED IN OF THE PATENTS FOREGOING IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)CADENCE’S USE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS THEREOF CONTEMPLATED HEREUNDER WILL DOES NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. (b) EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE VI OR IN SECTION 5.2(D), CADENCE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE IMPROVEMENTS, REGISTRATIONAL INFORMATION, REGULATORY FILINGS, APPROVALS, PRODUCT DATA, OTHER PRODUCT DATA OR REPORTS, STUDIES, PATENTS, PROCESSES, FORMULATIONS, TECHNIQUES OR OTHER TRADE SECRETS OR CONFIDENTIAL INFORMATION PROVIDED BY CADENCE TO BMS HEREUNDER OR ANY LICENSE GRANTED BY CADENCE HEREUNDER, OR WITH RESPECT TO ANY COMPOUNDS OR PRODUCTS. MPP AND PFIZER (WITHOUT LIMITING THE FOREGOING, CADENCE MAKES NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO ANY LICENSE GRANTED BY CADENCE HEREUNDER, OR WITH RESPECT TO ANY COMPOUNDS OR PRODUCTS. FURTHERMORE, NOTHING IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY BY CADENCE THAT LICENSEE(S)ANY OF THE FOREGOING IS VALID OR ENFORCEABLE OR THAT BMS’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL THEREOF 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.

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT PURCHASER UNDERSTANDS THAT SELLER HAS LITTLE OR NO DIRECT KNOWLEDGE CONCERNING THE CONDITION OF THE PROPERTY. PURCHASER ACKNOWLEDGES AND THE PFIZER-MPP AGREEMENTAGREES THAT SELLER HAS NOT MADE, MPP DOES NOT MAKE AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS SPECIFICALLY NEGATES AND EXTENDS NO WARRANTIES 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, SQUARE FOOTAGE, OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION LIMITATION, (A) 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 MAY CONDUCT THEREON, (D) THE COMPLIANCE OF OR IMPLIED WARRANTIES BY THE PROPERTY 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) 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, (G) THE EXISTENCE OF ANY VIEW FROM THE PROPERTY OR THAT ANY EXISTING VIEW WILL NOT BE OBSTRUCTED IN THE FUTURE, (H) THE SUFFICIENCY OF ANY DRAINAGE FOR THE PROPERTY, (I) WHETHER THE PROPERTY ARE LOCATED WHOLLY OR PARTIALLY IN A FLOOD HAZARD AREA OR ANY SIMILAR AREA, (J) THE AVAILABILITY OF PUBLIC UTILITIES AND SERVICES FOR THE PROPERTY, OR (K) ANY OTHER MATTER WITH RESPECT TO THE PATENTS OR PROPERTY; AND PURCHASER HEREBY WAIVES ANY LICENSE GRANTED RIGHT TO MAKE ANY CLAIM BASED ON ANY OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, ANY RIGHT TO MAKE ANY CLAIM AGAINST SELLER BASED ON THE VIOLATION OF ANY ENVIRONMENTAL LAWS. ADDITIONALLY, NO PERSON ACTING ON BEHALF OF SELLER IS AUTHORIZED TO MAKE, AND BY MPP AND PFIZER (IN THE PFIZER-MPP EXECUTION HEREOF OF PURCHASER ACKNOWLEDGES THAT NO PERSON HAS MADE, ANY REPRESENTATION, AGREEMENT) HEREUNDER, STATEMENT, WARRANTY, GUARANTY, OR PROMISE REGARDING THE PROPERTY OR THE TRANSACTION CONTEMPLATED HEREIN; AND NO SUCH REPRESENTATION, WARRANTY, AGREEMENT, GUARANTY, STATEMENT, OR PROMISE IF ANY, MADE BY ANY 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 SELLER, AND AGREES TO ACCEPT THE PROPERTY AT THE CLOSING AND 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. 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 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 REAL ESTATE BROKER, CONTRACTOR, AGENT, EMPLOYEE, SERVANT OR OTHER MATTERPERSON. FURTHERMOREPURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTHING 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. PURCHASER HAS KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AND DEALING WITH PROPERTIES IN SELLERSHIP, THAT ENABLES PURCHASER TO EVALUATE THE MERIT AND RISKS OF THE TRANSACTION CONTEMPLATED HEREBY. PURCHASER IS NOT IN A DISPARATE BARGAINING POSITION VIS-A-VIS SELLER, AND PURCHASER HEREBY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL RIGHTS, BENEFITS AND REMEDIES UNDER CONSUMER PROTECTION LAWS WITH RESPECT TO ANY MATTERS PERTAINING TO THIS AGREEMENT AND THE TRANSACTION CONTEMPLATED HEREBY. THE PROVISIONS OF THIS SECTION SHALL BE CONSTRUED AS A WARRANTY THAT SURVIVE THE CLOSING 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 EFFICACYTERMINATION HEREOF.

Disclaimer. THE SERVICES and DATA ARE PROVIDED BY ABB “AS IS.” EXCEPT AS TO THE EXTENT WHERE SUCH DISCLAIMER IS PROHIBITED BY APPLICABLE LAW, ABB DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY SET FORTH OUT IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF ANY KINDMERCHANTABILITY, EXPRESS OR IMPLIEDACCURACY, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR COMPLETENESS, FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT OR INTELLECTUAL PROPERTY INFRINGEMENT AND ABB, EXCEPT TO THE PATENTS OR EXTENT WHERE SUCH IS PROHIBITED BY APPLICABLE LAW, HEREBY EXPRESSLY DISCLAIMS ANY LICENSE GRANTED BY MPP AND PFIZER (IN OF THE PFIZER-MPP AGREEMENT) HEREUNDERFOREGOING. ABB, OR WITH RESPECT EXCEPT TO THE COMPOUNDEXTENT WHERE SUCH IS PROHIBITED BY APPLICABLE LAW, PRODUCT DOES NOT REPRESENT OR LICENSED PRODUCTWARRANT THAT (I) THE SERVICES WILL OPERATE ERROR FREE, 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)(II) CUSTOMER’S USE OF SERVICES WILL BE UNINTERRUPTED OR (III) ALL DEFECTS WILL BE IDENITIFIED, REPRODUCIBLE OR RESOLVED. SUCH WARRANTIES SHALL NOT BE ENLARGED, DIMINISHED OR OTHERWISE AFFECTED BY THE PATENTSRENDERING OF ANY ADVICE OR SERVICE BY ABB IN CONNECTION WITH THE SERVICES OR BY ANY IMPLIED WARRANTY ARISING OUT OF ANY COURSE OF DEALING, BY STATUTE, OR BY PERFORMANCE, CUSTOM OR USAGE OF TRADE, EXCEPT TO THE EXTENT WHERE SUCH IS PROHIBITED BY APPLICABLE LAW. ALL SEPARATELY LICENSED KNOWTHIRD-HOWPARTY TECHNOLOGY, COMPOUNDTHIRD-PARTY CONTENT, PRODUCT AND ANY INFORMATION CONTAINED OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE OBTAINED BY YOU VIA ANY PATENT RIGHTS THIRD-PARTY WEBSITE OR OTHER INTELLECTUAL PROPERTY RIGHTS OF THIRD-PARTY INFORMATION THAT YOU MAY ACCESS THROUGH THE SERVICES ARE PROVIDED “AS IS” WITHOUT ANY THIRD PARTY. MPP WARRANTY OR INDEMNITY FROM ABB AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO ANY REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF OR CONCERNING THE COMPOUNDSAME IS STRICTLY BETWEEN CUSTOMER AND THE OWNER, PRODUCT LICENSOR OR LICENSED PRODUCT WILL NOT INFRINGE ANY PATENT RIGHTS DISTRIBUTOR OF SUCH THIRD-PARTY TECHNOLOGY, THIRD-PARTY CONTENT, OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN THE PATENTS AND LICENSED KNOWTHIRD-HOW) OF PFIZER OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTYPARTY WEBSITE, EXPRESS OR IMPLIED, WITH REGARD EXCEPT TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE EXTENT WHERE SUCH SAFETY OR EFFICACYIS PROHIBITED BY APPLICABLE LAW.

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 ▇▇▇▇ 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 SELLER HAS NOT AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES DOES NOT MAKE ANY REPRESENTATION OR GIVE ANY WARRANTY OF ANY KINDKIND OR CHARACTER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS WARRANTY OR IMPLIED WARRANTIES OF REPRESENTATION AS TO HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PURCHASER ACKNOWLEDGES AND AGREES THAT UPON CLOSING, SELLER SHALL SELL AND CONVEY TO PURCHASER AND PURCHASER SHALL ACCEPT THE PROPERTY "AS IS, WHERE IS, WITH ALL FAULTS", EXCEPT TO THE EXTENT EXPRESSLY OTHERWISE SET FORTH IN THIS AGREEMENT. PURCHASER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY MADE OR FURNISHED BY SELLER, THE MANAGERS OF THE PROPERTY OR ANY REAL ESTATE BROKER OR 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. PURCHASER REPRESENTS TO SELLER THAT PURCHASER WILL CONDUCT PRIOR TO CLOSING SUCH INVESTIGATIONS OF THE PROPERTY INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS OF THE PROPERTY, AS PURCHASER DEEMS NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PATENTS PROPERTY, AND WILL RELY SOLELY ON THE SAME AND NOT ON ANY INFORMATION PROVIDED BY OR ANY LICENSE GRANTED BY MPP ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES, OTHER THAN SUCH REPRESENTATION, WARRANTIES AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDER, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT AGREEMENT. UPON CLOSING, PURCHASER SHALL BE CONSTRUED AS A WARRANTY ASSUME THE RISK 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 PATENTSADVERSE MATTERS, LICENSED KNOW-HOWINCLUDING BUT NOT LIMITED TO, COMPOUNDCONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL MAY 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 EFFICACYHAVE BEEN REVEALED BY PURCHASER'S INVESTIGATIONS.

Disclaimer. PURCHASER ACKNOWLEDGES THAT (A) EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE IV OR IN ANY EXHIBIT, SCHEDULE OR CERTIFICATE DELIVERED BY SELLER OR AN AFFILIATE OF SELLER PURSUANT TO THIS AGREEMENT AND THE PFIZER-MPP 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 ▇▇▇▇▇ ▇▇▇▇▇ FACILITY OR THE OPERATION THEREOF, THE ACQUIRED ASSETS, THE RESEARCH, DEVELOPMENT, MANUFACTURE, DISTRIBUTION, MARKETING OR [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. SALE OF PRODUCTS BY SELLER OR SELLING AFFILIATES, ANY OTHER ASPECT OF THE RESPECTIVE BUSINESSES OF SELLER OR SELLING AFFILIATES OR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING THE ▇▇▇▇▇ ▇▇▇▇▇ FACILITY OR THE OPERATION THEREOF 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 ▇▇▇▇▇ ▇▇▇▇▇ FACILITY OR THE OPERATION THEREOF, THE ACQUIRED ASSETS, THE MANUFACTURE, DISTRIBUTION, MARKETING OR SALE OF PRODUCTS BY SELLER OR SELLING AFFILIATES, ANY OTHER ASPECT OF THE RESPECTIVE BUSINESSES OF SELLER OR SELLING AFFILIATES OR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING THE ▇▇▇▇▇ ▇▇▇▇▇ FACILITY OR THE OPERATION THEREOF 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 ARTICLE IV OR IN ANY EXHIBIT, SCHEDULE OR CERTIFICATE DELIVERED BY SELLER OR AN AFFILIATE OF SELLER PURSUANT TO THIS AGREEMENT. EXCEPT AS PROVIDED IN THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, PURCHASER ACKNOWLEDGES THAT, SHOULD THE CLOSING OCCUR, PURCHASER SHALL ACQUIRE 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 IN AN “AS IS” CONDITION AND ON A “WHERE IS” BASIS, AND PURCHASER SHALL BEAR THE PATENTS OR ANY LICENSE GRANTED BY MPP ECONOMIC 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 LEGAL RISKS THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED CONVEYANCE SHALL PROVE TO BE INSUFFICIENT TO VEST IN THE PATENTS IS VALID OR ENFORCEABLE OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTSPURCHASER GOOD AND MARKETABLE TITLE, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS FREE AND CLEAR OF ANY THIRD PARTY. MPP LIENS, THAT ANY NECESSARY CONSENTS OR GOVERNMENTAL APPROVALS ARE NOT OBTAINED AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION THAT ANY REQUIREMENTS OF APPLICABLE LAWS OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL INJUNCTIONS ARE 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. 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 AS SET FORTH IN THIS AGREEMENT, SELLER WILL CONVEY TO BUYER THE SHARES WITHOUT ANY EXPRESS, STATUTORY, OR IMPLIED WARRANTY OR REPRESENTATION OF ANY KIND FROM SELLER, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES, INCLUDING WARRANTIES OR REPRESENTATIONS RELATING TO (I) THE COMPANY OR ANY SUBSIDIARY, (II) TITLE OF THE COMPANY OR ANY SUBSIDIARY IN AND TO THE PROPERTIES, (III) THE CONDITION OF THE PROPERTIES, (IV) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY OF THE PROPERTIES, (V) ANY IMPLIED OR EXPRESS WARRANTY OF THE FITNESS OF THE PROPERTIES FOR A PARTICULAR PURPOSE, (VI) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (VII) ANY AND ALL OTHER IMPLIED WARRANTIES EXISTING UNDER APPLICABLE LAW NOW OR HEREAFTER IN EFFECT, OR (VIII) ANY IMPLIED OR EXPRESS WARRANTY REGARDING COMPLIANCE WITH ANY APPLICABLE ENVIRONMENTAL LAWS, THE RELEASE OF MATERIALS INTO THE ENVIRONMENT, OR PROTECTION OF THE ENVIRONMENT OR HEALTH. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP IN PURCHASING THE SHARES BUYER ACCEPTS THE PROPERTIES "AS IS," "WHERE IS," AND PFIZER "WITH ALL FAULTS" AND IN THEIR PRESENT CONDITION AND STATE OF REPAIR. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS SET FORTH IN THIS AGREEMENT, SELLER DOES NOT MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AS TO (IN A) THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES AMOUNT, VALUE, QUALITY, QUANTITY, VOLUME, OR DELIVERABILITY OF ANY KINDOIL, EXPRESS GAS, OR IMPLIEDOTHER MINERALS OR RESERVES IN, UNDER, OR ATTRIBUTABLE TO THE OIL AND GAS PROPERTIES, (B) THE PHYSICAL, OPERATING, REGULATORY COMPLIANCE, SAFETY, OR ENVIRONMENTAL CONDITION OF THE PROPERTIES, (C) THE GEOLOGICAL OR ENGINEERING CONDITION OF THE OIL AND GAS PROPERTIES OR ANY VALUE THEREOF OR (D) THE ACCURACY, COMPLETENESS, OR MATERIALITY OF ANY DATA, REPORTS, PROJECTIONS, MATERIALS, INFORMATION, OR RECORDS NOW, HERETOFORE OR HEREAFTER FURNISHED OR MADE AVAILABLE TO BUYER IN CONNECTION WITH THE COMPANY, ANY SUBSIDIARY, THIS AGREEMENT, OR THE PROPERTIES, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSELIMITATION, WITH RESPECT RELATIVE TO THE PATENTS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDERPRICING ASSUMPTIONS, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCTCOMMODITY PRICES, OR ANY OF THE OTHER MATTERMATTERS DESCRIBED IN (A) THROUGH (C) ABOVE, OR ANY MATERIALS PROVIDED BY ▇.▇. FURTHERMORE, NOTHING ▇▇▇▇▇▇ SECURITIES INC. TO BUYER. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES IN THIS AGREEMENT SHALL BE CONSTRUED AGREEMENT, ANY AND ALL SUCH DATA, RECORDS, REPORTS, PROJECTIONS, INFORMATION AND OTHER MATERIALS (WRITTEN OR ORAL) FURNISHED BY SELLER OR ▇.▇. ▇▇▇▇▇▇ SECURITIES INC. OR OTHERWISE MADE AVAILABLE OR DISCLOSED TO BUYER ARE PROVIDED TO BUYER AS A WARRANTY THAT CONVENIENCE AND SHALL NOT CREATE OR GIVE RISE TO ANY PATENT LIABILITY OF OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID AGAINST ▇.▇. ▇▇▇▇▇▇ SECURITIES INC. AND ANY RELIANCE ON 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)SAME SHALL BE AT BUYER’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 SOLE RISK TO THE SAFETY OR EFFICACY OF MAXIMUM EXTENT PERMITTED BY LAW. BUYER ACKNOWLEDGES AND AGREES TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT FOREGOING AND IT SHALL BE THAT THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYFOREGOING DISCLAIMER IS "CONSPICUOUS."

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. TENANT ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY TO THE EXTENT SPECIFICALLY SET FORTH IN THIS AGREEMENT LEASE, LANDLORD HAS NOT MADE, DOES NOT MAKE AND THE PFIZER-MPP AGREEMENTSPECIFICALLY NEGATES AND DISCLAIMS (AND TENANT HAS NOT RELIED ON) ANY REPRESENTATIONS, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KINDWARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTEES, EXPRESS OR IMPLIED, INCLUDING OF ANY KIND OR CHARACTER WHATSOEVER CONCERNING OR WITH RESPECT TO (I) THE VALUE, NATURE, QUALITY OR CONDITION (INCLUDING, WITHOUT LIMITATION LIMITATION, THE ENVIRONMENTAL CONDITION) OF THE PREMISES; (II) THE SUITABILITY OF THE PREMISES FOR ANY EXPRESS OR IMPLIED WARRANTIES AND ALL ACTIVITIES AND USES WHICH TENANT MAY CONDUCT THEREON; (III) THE COMPLIANCE OF MERCHANTABILITY THE PREMISES WITH ANY LAWS; (IV) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSEPURPOSE OF THE PREMISES; (V) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS INCORPORATED INTO THE PREMISES; (VI) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PREMISES; (VII) THE LAWFULNESS, EITHER NOW OR IN THE FUTURE, OF THE USE OF THE PREMISES FOR THE PERMITTED USE SET FORTH IN SECTION 1.M. OF THE DEFINITIONS AND BASIC PROVISIONS; OR (VIII) ANY OTHER MATTER WITH RESPECT TO THE PATENTS PREMISES, IT BEING AGREED THAT ALL RISKS INCIDENT TO ALL OF THESE MATTERS ARE TO BE BORNE BY TENANT. TENANT FURTHER ACKNOWLEDGES AND AGREES THAT TENANT HAS INSPECTED THE PREMISES AND TENANT HAS RELIED AND SHALL RELY SOLELY ON ITS OWN INVESTIGATION OF THE PREMISES AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY LANDLORD. TENANT FURTHER ACKNOWLEDGES AND AGREES THAT ANY LICENSE GRANTED INFORMATION PROVIDED OR TO BE PROVIDED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDER, OR ON BEHALF OF LANDLORD WITH RESPECT TO THE COMPOUNDPREMISES, PRODUCT WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT LANDLORD HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR LICENSED PRODUCTVERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. TENANT FURTHER ACKNOWLEDGES AND AGREES THAT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING EXCEPT TO THE EXTENT SPECIFICALLY SET FORTH IN THIS AGREEMENT SHALL BE CONSTRUED LEASE, THE LEASING OF THE PREMISES AS A WARRANTY THAT PROVIDED FOR HEREIN IS MADE ON AN “AS-IS”, “WHERE-IS” CONDITION AND BASIS WITH ALL FAULTS. IN THE EVENT OF ANY DEFECT OR DEFICIENCY IN ANY NATURE IN THE PREMISES, WHETHER PATENT OR LATENT, LANDLORD SHALL HAVE NO RESPONSIBILITY OR LIABILITY WITH RESPECT THERETO (EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS LEASE) OR FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING THEREFROM. TENANT AND ANYONE CLAIMING BY, THROUGH OR UNDER TENANT HEREBY FULLY AND IRREVOCABLY RELEASE LANDLORD AND THE LANDLORD INDEMNIFIED PARTIES FROM ANY AND ALL DAMAGE TO PROPERTY AND INJURY TO PERSONS AND ALL OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID CLAIMS THAT IT MAY NOW HAVE OR ENFORCEABLE HEREAFTER ACQUIRE AGAINST THEM ARISING FROM OR THAT THE MPP’S OR LICENSEE(S)’S USE OF THE PATENTSRELATED TO ANY CONSTRUCTION DEFECTS, LICENSED KNOW-HOWERRORS, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE ANY PATENT RIGHTS OMISSIONS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP CONDITIONS NOW OR HEREAFTER AFFECTING THE PREMISES, INCLUDING, BUT NOT LIMITED TO, ENVIRONMENTAL MATTERS AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUNDHAZARDOUS MATERIALS, 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 EXCEPT TO THE SAFETY EXTENT THAT LANDLORD HAS, PURSUANT TO THE TERMS OF THIS LEASE, EXPRESSLY ASSUMED AN OBLIGATION WITH RESPECT TO SUCH CONDITIONS. THIS RELEASE INCLUDES CLAIMS OF WHICH TENANT IS PRESENTLY UNAWARE OR EFFICACY WHICH TENANT DOES NOT PRESENTLY SUSPECT TO EXIST IN ITS FAVOR WHICH, IF KNOWN BY TENANT, WOULD MATERIALLY AFFECT TENANT’S RELEASE OF LANDLORD AND THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYLANDLORD INDEMNIFIED PARTIES.

Disclaimer. ANY ASSIGNMENT AND ▇▇▇▇ OF SALE EXECUTED PURSUANT HERETO SHALL BE EXECUTED WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION AS TO THE MERCHANTABILITY OF ANY OF THE ▇▇▇▇▇ 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. ANY ASSIGNMENT AND ▇▇▇▇ OF SALE EXECUTED PURSUANT HERETO SHALL BE EXECUTED WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION AS TO THE MERCHANTABILITY OF ANY OF THE ▇▇▇▇▇ 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 ▇▇▇▇ 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 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 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. 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. EXCEPT AS FOR THE REPRESENTATIONS, WARRANTIES, GUARANTEES AND ASSURANCES EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENTOTHER TRANSACTION DOCUMENTS, MPP BUYER ACKNOWLEDGES AND PFIZER AGREES THAT SELLER HAS NOT MADE, IS NOT MAKING AND SPECIFICALLY DISCLAIMS AND NEGATES ANY WARRANTIES, REPRESENTATIONS, GUARANTEES OR ASSURANCES (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED) REGARDING THE PROPERTY, INCLUDING WITHOUT LIMITATION INCLUDING, BUT NOT LIMITED TO, WARRANTIES, REPRESENTATIONS, GUARANTEES AND ASSURANCES REGARDING (I) THE PRESENCE ON OR DISCHARGE FROM THE REAL PROPERTY OF ANY EXPRESS HAZARDOUS SUBSTANCES, (II) THE ENVIRONMENTAL CONDITION OF THE PROPERTY, (III) THE QUALITY, NATURE, ADEQUACY OR IMPLIED WARRANTIES PHYSICAL CONDITION OF MERCHANTABILITY THE PROPERTY, (IV) THE QUALITY, NATURE, ADEQUACY OR CONDITION OF THE SOILS AND GROUNDWATER AT THE REAL PROPERTY, (V) THE EXISTENCE, QUALITY, NATURE, ADEQUACY OR CONDITION OF ANY UTILITIES AT OR NEAR THE REAL PROPERTY; (VI) THE PHYSICAL CONDITION OR DEVELOPMENT POTENTIAL OF THE PROPERTY, (VII) THE VALUE, PROFITABILITY, HABITABILITY, SUITABILITY, MERCHANTABILITY, MARKETABILITY OR FITNESS FOR A PARTICULAR PURPOSEPURPOSE OF THE PROPERTY, (VIII) THE ZONING OF THE REAL PROPERTY OR THE PROPERTY’S COMPLIANCE WITH RESPECT LEGAL REQUIREMENTS, (IX) THE EXISTENCE OF ANY PENDING OR THREATENED TAKING OF THE PROPERTY OR PORTION THEREOF BY CONDEMNATION OR EMINENT DOMAIN, (X) THE PROPERTY’S COMPLIANCE WITH THE PERMITTED ENCUMBRANCES, OR (XI) THE CONDITION OF TITLE TO THE PATENTS PROPERTY OR THE NATURE, STATUS OR EXTENT OF ANY EASEMENT, RIGHT OF WAY, ENCUMBRANCE, LICENSE, RESERVATION OR OTHER MATTER AFFECTING TITLE TO THE PROPERTY. B▇▇▇▇ FURTHER ACKNOWLEDGES AND AGREES THAT IT IS PURCHASING THE PROPERTY “AS-IS, WHERE-IS” WITH ALL FAULTS AND ALL LATENT OR PATENT DEFECTS. EXCEPT FOR CLAIMS BASED ON SELLER’S BREACH OF THIS AGREEMENT OR ANY LICENSE GRANTED BY MPP OF THE TRANSACTION DOCUMENTS, AS OF THE CLOSING, BUYER, ON BEHALF OF ITSELF AND PFIZER (ITS SUCCESSORS AND ASSIGNS, SHALL BE DEEMED TO HAVE WAIVED, RELEASED AND DISCHARGED SELLER FROM ALL CLAIMS THAT BUYER OR ITS SUCCESSORS OR ASSIGNS HAS OR MAY HAVE AGAINST SELLER RELATING TO THE PROPERTY, WHETHER KNOWN OR UNKNOWN, EXISTING OR ARISING IN THE PFIZER-MPP AGREEMENT) HEREUNDERFUTURE, INCLUDING, NOT LIMITED TO, CLAIMS ARISING OR WITH RESPECT TO RESULTING FROM THE COMPOUNDPRESENCE ON OR DISCHARGE FROM THE PROPERTY OF ANY HAZARDOUS SUBSTANCES OR THE ENVIRONMENTAL CONDITION OF THE REAL PROPERTY. IT IS EXPRESSLY ACKNOWLEDGED AND AGREED THAT BUYER, PRODUCT ON BEHALF OF ITSELF AND ITS SUCCESSORS AND ASSIGNS, IS WAIVING, RELEASING AND DISCHARGING ALL CLAIMS FOR CONTRIBUTION OR LICENSED PRODUCTINDEMNITY THAT BUYER OR ITS SUCCESSORS AND ASSIGNS HAS OR MAY HAVE AGAINST SELLER, WHETHER KNOWN OR ANY OTHER MATTER. FURTHERMOREUNKNOWN, NOTHING EXISTING OR ARISING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT THE FUTURE, BASED, IN WHOLE OR IN PART, UPON THE PRESENCE ON OR DISCHARGE FROM THE REAL PROPERTY OF HAZARDOUS SUBSTANCES OR OTHER PROPRIETARY RIGHTS INCLUDED IN ENVIRONMENTAL CONTAMINATION, INCLUDING WITHOUT LIMITATION, CLAIMS THAT MAY ARISE UNDER THE PATENTS IS VALID OR ENFORCEABLE OR THAT COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND LIABILITY ACT, AS AMENDED 42 U.S.C. § 9601 AT SEQ. THE MPP’S OR LICENSEE(S)’S USE PROVISIONS OF THIS SECTION SHALL SURVIVE THE CLOSING AND DELIVERY 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 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. A. SELLER HAS NOT MADE AND DOES NOT MAKE ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED AS TO THE MERCHANTABILITY, QUANTITY, QUALITY, PHYSICAL CONDITION OR OPERATION OF THE PROPERTY, ZONING, THE SUITABILITY OR FITNESS ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ OF THE PROPERTY OR ANY IMPROVEMENTS THEREON, IF ANY, FOR ANY SPECIFIC OR GENERAL USE OR PURPOSE, THE AVAILABILITY OF WATER, SEWER OR OTHER UTILITY SERVICE, OR ANY OTHER MATTER AFFECTING OR RELATING TO THE PROPERTY'S COMPLIANCE WITH ANY ENVIRONMENTAL LAWS. NEITHER PARTY IS RELYING ON ANY STATEMENT OR REPRESENTATIONS MADE BY THE OTHER NOT EMBODIED HEREIN. PURCHASER HEREBY EXPRESSLY ACKNOWLEDGES THAT NO SUCH WARRANTIES AND REPRESENTATIONS HAVE BEEN MADE, EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT; THAT IT SHALL BE PURCHASER'S OBLIGATION TO OBTAIN AND PAY FOR ALL COMMITMENTS FOR WATER, SEWER AND OTHER UTILITIES AND TO PAY THE COMMITMENT, IMPACT, TAP IN OR OTHER FEES AND CHARGES THEREFORE, IF, ANY (NO SUCH FEES HAVE BEEN PAID BY SELLER). PURCHASER ACKNOWLEDGES THAT THE PROVISIONS OF THIS AGREEMENT FOR INSPECTION AND INVESTIGATION OF 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, PROPERTY ARE ADEQUATE TO ENABLE PURCHASER TO MAKE PURCHASER'S OWN DETERMINATION WITH RESPECT TO MERCHANTABILITY, QUANTITY QUALITY, PHYSICAL CONDITION OR OPERATION OF THE PATENTS PROPERTY, ZONING, SUITABILITY OR FITNESS OF THE PROPERTY OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN IMPROVEMENTS THEREON, IF ANY, FOR ANY SPECIFIC OR GENERAL USE OR PURCHASE, THE PFIZER-MPP AGREEMENT) HEREUNDERAVAILABILITY OF WATER, SEWER OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCTOTHER UTILITY SERVICE, OR ANY OTHER MATTERMATTER AFFECTING OR RELATING TO THE PROPERTY, ITS DEVELOPMENT OR USE, INCLUDING WITHOUT LIMITATION, THE PROPERTY'S COMPLIANCE WITH ANY ENVIRONMENTAL LAWS. FURTHERMOREPURCHASER FURTHER ACKNOWLEDGES, NOTHING AS OF THE CLOSING, IT WILL HAVE INSPECTED THE PROPERTY OR WILL HAVE CAUSED SUCH INSPECTION TO BE MADE AND WILL BE MADE AND WILL BE THOROUGHLY SATISFIED THEREWITH, AND AGREES TO TAKE THE PROPERTY IN ITS PHYSICAL CONDITION "AS-IS, WHERE IS, WITH ALL FAULTS" AS OF THE DATE OF CLOSING, SUBJECT TO THE EXPRESS CONDITIONS OF THIS AGREEMENT. SELLER SHALL NOT BE LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENT, REPRESENTATION OR ANY INFORMATION GIVEN BY ANYONE PERTAINING TO THE PROPERTY, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT AGREEMENT. IN PARTICULAR, BUT WITHOUT LIMITING THE FOREGOING, PURCHASER HEREBY RELEASES SELLER FROM ANY AND ALL RESPONSIBILITY, LIABILITY AND CLAIMS FOR OR ARISING OUT OF THE PRESENCE ON OR ABOUT THE PROPERTY (INCLUDING IN THE SOIL, AIR, STRUCTURES AND SURFACE AND SUBSURFACE WATER) OF MATERIALS, WASTES, OR SUBSTANCES THAT ARE OR BECOME ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ REGULATED UNDER OR THAT ARE OR BECOME CLASSIFIED AS TOXIC OR HAZARDOUS UNDER ANY ENVIRONMENTAL LAW, INCLUDING WITHOUT LIMITATION, PETROLEUM, OIL, GASOLINE, OR ANY OTHER PETROLEUM, BYPRODUCTS, OR WASTE. AS USED HEREIN, "ENVIRONMENTAL LAW" SHALL BE CONSTRUED MEAN, AS AMENDED AND IN EFFECT FROM TIME TO TIME, ANY FEDERAL, STATE, OR LOCAL STATUTE, ORDINANCE, RULE, REGULATION, JUDICIAL DECISION, OR THE JUDGEMENT OR DECREE OF A WARRANTY THAT ANY PATENT GOVERNMENTAL AUTHORITY, ARBITRATOR OR OTHER PROPRIETARY RIGHTS INCLUDED IN PRIVATE ADJUDICATOR BY WHICH PURCHASE OR THE PATENTS PROPERTY IS VALID OR ENFORCEABLE OR BOUND, PERTAINING TO THE ENVIRONMENT, INCLUDING, WITHOUT LIMITATION, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND LIABILITY ACT OF 1980, AS AMENDED, HAZARDOUS MATERIALS TRANSPORTATION ACT AS AMENDED, THE RESOURCE CONSERVATION ACT AS AMENDED, THE CLEAN AIR ACT, AS AMENDED, AND THE STATUTES TOGETHER WITH THE RULES ADOPTED AND GUIDELINES PROMULGATED PURSUANT THERETO, AND ALL SIMILAR STATUTES TOGETHER WITH RULES ADOPTED AND GUIDELINES PROMULGATED PURSUANT TO THE FOREGOING. B. PURCHASER ACKNOWLEDGES THAT HAVING BEEN GIVEN A SUFFICIENT OPPORTUNITY TO INSPECT THE MPP’S OR LICENSEE(S)’S USE PROPERTY, PURCHASER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PATENTSPROPERTY AND FINANCIAL ANALYSIS OF THE REVENUE AND EXPENSES THAT MAY BE RECEIVED OR INCURRED IN ARRIVING AT ITS DECISION TO PURCHASE THE PROPERTY AND THAT PURCHASER IS PURCHASING THE PROPERTY IN ITS PRESENT CONDITION, LICENSED KNOW-HOW"AS IS, COMPOUNDWHERE IS", PRODUCT AND SELLER HAS NO OBLIGATION TO CONSTRUCT ANY IMPROVEMENTS THEREON, OR LICENSED PRODUCT TO PERFORM ANY OTHER ACT REGARDING THE PROPERTY, EXCEPT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE EXPRESSLY PROVIDED HEREIN. C. ANY PATENT RIGHTS FACTUAL INFORMATION SUCH AS PROPERTY DIMENSIONS, SQUARE FOOTAGE, OR SKETCHES SHOWN TO PURCHASER OR SET FORTH HEREIN ARE OR MAY BE APPROXIMATE AND PURCHASER REPRESENTS TO SELLER THAT THEY HAVE INSPECTED AND VERIFIED THE FACTS AND INFORMATION PRIOR TO THE EXECUTION OF THIS AGREEMENT. NO LIABILITY FOR ANY INACCURACIES, ERRORS OR OMISSIONS IS ASSUMED BY THE SELLER, SELLER'S COUNSEL, THE BROKER 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 EFFICACYAGENTS.

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: E68F63E3-D274-4CA3-9C96-ECE5CBD30F63 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. AS-IS, WHERE IS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN SECTION 8A OR IN THE DEED, THE SALE OF THE PROPERTY HEREUNDER IS AND WILL BE MADE ON AN “AS IS, WHERE IS” BASIS. EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP SELLER HAS NOT MADE, DOES NOT MAKE AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS SPECIFICALLY NEGATES AND EXTENDS NO 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 26 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 AND WITHIN EACH TENANT SPACE THEREIN AND WITHIN THE COMMON ELEMENTS OF THE PROPERTY, (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, COMPOUND(vii) THE ENVIRONMENTAL CONDITION OF THE PROPERTY (INCLUDING, PRODUCT WITHOUT LIMITATION, THE PRESENCE OF “HAZARDOUS MATERIALS” (AS HEREINAFTER DEFINED) 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 LEASES, CONTRACTS OR OTHER INTELLECTUAL AGREEMENTS AFFECTING THE PROPERTY RIGHTS AND THE IMPROVEMENTS, AND (xi) ECONOMICS OF THE OPERATION OF THE PROPERTY AND THE IMPROVEMENTS OR THE FINANCIAL CONDITION OF ANY THIRD PARTY. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE TENANT 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 EFFICACYPROPERTY.

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. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE III, SELLER, THE COMPANY AND THEIR ADVISORS, INCLUDING ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ & CO., HAVE MADE AND MAKE NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE COMPANY OR ANY OF ITS SUBSIDIARIES, OR ANY OF THE COMPANY’S OR ANY OF ITS SUBSIDIARIES’ RESPECTIVE ASSETS, LIABILITIES OR OPERATIONS, INCLUDING WITH 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 EXTENT SPECIFICALLY SET FORTH IN THIS ARTICLE III, PURCHASER IS PURCHASING THE SHARES ON AN “AS-IS, WHERE-IS” BASIS. THE COMPANY AND SELLER EXPRESSLY DISCLAIM ANY AND ALL LIABILITY AND RESPONSIBILITY OF AND ASSOCIATED WITH THE QUALITY, ACCURACY, COMPLETENESS OR MATERIALITY OF THE DATA, INFORMATION AND MATERIALS, FURNISHED AT ANY TIME TO PURCHASER, ITS OFFICERS, AGENTS, EMPLOYEES OR AFFILIATES IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREIN EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR THE COMPANY DISCLOSURE SCHEDULE. EXCEPT AS EXPRESSLY PROVIDED IN THIS ARTICLE III, THE COMPANY’S OIL AND GAS INTERESTS AND OTHER ASSETS ARE “AS-IS, WHERE-IS,” AND WITH ALL FAULTS IN THEIR PRESENT CONDITION AND STATE OF REPAIR, WITHOUT RECOURSE, AND THE PFIZER-MPP AGREEMENTCOMPANY AND SELLER DISCLAIM ANY AND ALL REPRESENTATIONS CONCERNING THE COMPANY’S OIL AND GAS INTERESTS, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KINDEXPRESS, EXPRESS STATUTORY, IMPLIED 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 MATTEROTHERWISE. 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.Table of Contents

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 B▇▇▇▇, 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 AND SECTION 11.14(D) 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 THOSE EXPRESSLY MADE BY BUYER AS SET FORTH IN Article 4 AND LICENSED KNOW-HOWBY BUYER AND BUYER GUARANTOR IN SECTION 11.14(D) 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. 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 ARABICA, NOT BEING A SELLER (AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (SUCH TERM IS DEFINED IN THE PFIZER-MPP AGREEMENT) UNIFORM COMMERCIAL CODE IN EFFECT IN ANY APPLICABLE JURISDICTION AND FOR THE PURPOSES OF SUCH CODE), OR A SELLER'S AGENT, AND INASMUCH AS THE COMPANY HAS ACCEPTED DELIVERY OF THE ASSETS AFTER SATISFYING ITSELF AS TO THE CONDITION, QUALITY, FITNESS FOR ANY PARTICULAR PURPOSE OR OTHERWISE OF SUCH ASSETS, HEREBY EXPRESSLY DISCLAIMS AND MAKES TO THE COMPANY OR ANY SUBSIDIARY OR AFFILIATE OF THE COMPANY 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 ANY PARTICULAR PURPOSEPURPOSE OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO: THE FITNESS FOR USE, DESIGN OR CONDITION OF THE ASSETS; THE QUALITY OR CAPACITY OF THE ASSETS; THE WORKMANSHIP OF THE ASSETS; THAT THE ASSETS WILL SATISFY THE REQUIREMENTS OF ANY LAW, RULE, SPECIFICATION OR CONTRACT PERTAINING THERETO, AND ANY GUARANTY OR WARRANTY AGAINST PATENT INFRINGEMENT OR LATENT DEFECTS, IT BEING AGREED THAT ALL SUCH RISKS, AS BETWEEN ARABICA AND THE COMPANY OR ANY SUBSIDIARY OR AFFILIATE OF THE COMPANY, ARE TO BE BORNE BY THE COMPANY. ARABICA IS NOT RESPONSIBLE FOR ANY DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGE TO OR LOSSES RESULTING FROM THE INSTALLATION, OPERATION OR USE OF THE ASSETS OR ANY PRODUCTS MANUFACTURED THEREBY. ARABICA HEREBY ASSIGNS TO THE COMPANY ALL ASSIGNABLE WARRANTIES MADE BY THE SUPPLIER TO ARABICA FOR AND DURING THE TERM OF THIS AGREEMENT AND THE COMPANY AGREES TO RESOLVE ALL SUCH CLAIMS DIRECTLY WITH THE SUPPLIER. ARABICA SHALL COOPERATE FULLY WITH THE COMPANY WITH RESPECT TO THE PATENTS OR RESOLUTION OF SUCH CLAIMS, IN GOOD FAITH AND BY APPROPRIATE PROCEEDINGS AT THE COMPANY'S EXPENSE. ANY LICENSE GRANTED BY MPP AND PFIZER (SUCH CLAIM SHALL NOT AFFECT IN ANY MANNER 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 UNCONDITIONAL OBLIGATION OF THE PATENTSCOMPANY TO MAKE RENT AND OTHER PAYMENTS HEREUNDER. So long and only so long as an Event of Default shall not have occurred and be continuing, LICENSED KNOW-HOWand so long and only so long as any of the Assets shall be subject to this Agreement and the Company shall be entitled to possession of the Assets hereunder, COMPOUNDArabica authorizes the Company, 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 COMPOUNDat the Company's sole expense, 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 WARRANTYto assert for Arabica's account, EXPRESS OR IMPLIEDall rights and powers of Arabica under any manufacturer's, WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUNDvendor's or dealer's warranty on any item of Assets; provided, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYhowever, that the Company shall indemnify, protect, save, defend and hold harmless Arabica from and against any and all claims, and all costs, expenses, damages, losses and liabilities incurred or suffered by Arabica in connection therewith, as a result of, or incident to, any action by the Company pursuant to the foregoing authorization.

Disclaimer. EXCEPT (a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PRODUCT, ANY DATA ENCRYPTED BY USE OF THE PRODUCT, AND ANY ENCRYPTED OR DECRYPTED DATA RECEIVED THEREFROM, IS PROVIDED ‘AS EXPRESSLY SET FORTH IN THIS AGREEMENT IS’ AND THERE ARE NO WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY ▇▇▇▇▇▇▇ ▇▇ OR VANTARI VR’S LICENSORS (IF ANY), EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE PFIZER-MPP AGREEMENTPRODUCT, MPP ANY DATA ENCRYPTED BY USE OF THE PRODUCT, AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO ANY ENCRYPTED OR DECRYPTED DATA RECEIVED THEREFROM, INCLUDING ANY WARRANTIES OF ANY KINDQUALITY, EXPRESS OR IMPLIEDPERFORMANCE, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS OR NOR ARE THERE ANY LICENSE GRANTED WARRANTIES CREATED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDERCOURSE OF DEALING, COURSE OF PERFORMANCE, OR WITH RESPECT TO TRADE USAGE. (b) ▇▇▇▇▇▇▇ ▇▇ AND ITS LICENSORS (IF ANY) FURTHER DO NOT REPRESENT OR WARRANT THAT 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 DATA ENCRYPTED BY USE OF THE PATENTSPRODUCT, LICENSED KNOWAND ANY ENCRYPTED OR DECRYPTED DATA RECEIVED THEREFROM, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, ERROR-HOWFREE, COMPOUNDWILL OPERATE WITHOUT LOSS OF THE UNDERLYING DATA, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE BE UNHACKABLE OR UNENCRYPTABLE. (c) THE LICENSEE ACKNOWLEDGES THAT THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE PRODUCT, 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 DATA ENCRYPTED BY USE OF THE COMPOUNDPRODUCT, PRODUCT AND ANY ENCRYPTED 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 WARRANTYDECRYPTED DATA RECEIVED THEREFROM, EXPRESS OR IMPLIED, REMAINS WITH REGARD LICENSEE TO THE SAFETY MAXIMUM EXTENT PERMITTED BY LAW. (d) WHILST ALL DUE CARE HAS BEEN TAKEN IN PROVIDING THE PRODUCT, TO THE GREATEST EXTENT PERMITTED BY LAW, ANY CONDITION, GUARANTEE, OR EFFICACY OF WARRANTY WHICH WOULD OTHERWISE BE IMPLIED INTO THESE TERMS AND CONDITIONS IS EXCLUDED. (e) ▇▇▇▇▇▇▇ ▇▇ UNDERTAKES TO TAKE ALL DUE CARE WITH ANY INFORMATION WHICH THE COMPOUND, PRODUCT OR LICENSED LICENSEE MAY PROVIDE WHEN ACCESSING THE PRODUCT AND IT SHALL BE TO PRESERVE SUCH INFORMATION IN A SECURE MANNER IN ACCORDANCE WITH VANTARI VR’S PRIVACY POLICY. ▇▇▇▇▇▇▇ ▇▇, HOWEVER, DOES NOT WARRANT AND CANNOT ENSURE THE SOLE RESPONSIBILITY SECURITY OF ANY INFORMATION WHICH THE LICENSEE MAY PROVIDE AND INFORMATION THE LICENSEE TRANSMITS TO ENSURE SUCH SAFETY OR EFFICACYTHROUGH THE PRODUCT IS ENTIRELY AT THE LICENSEE’S OWN RISK. (f) No oral or written information or advice given by ▇▇▇▇▇▇▇ ▇▇ or its Representatives create a warranty or in any way increase the scope of any warranty provided herein. (g) As some jurisdictions do not allow some of the exclusions set forth in this clause, some of these exclusions may not apply to the Licensee. If applicable law requires any warranties with respect to the Product, then to the maximum extent permitted by law, all such warranties are limited in duration to ninety (90) days from the date of delivery.

Disclaimer. EACH OF SELLER AND SELLER PARENT ACKNOWLEDGES THAT (A) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT ARTICLE VI AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (AS EXPRESSLY SET FORTH IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF OTHER TRANSACTION DOCUMENTS, NEITHER PURCHASER, GENEZEN NOR ANY KINDOTHER PERSON HAS MADE ANY REPRESENTATION OR WARRANTY, EXPRESS EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSEAS TO PURCHASER, 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, GENEZEN OR ANY OTHER MATTERASPECT OF THE RESPECTIVE BUSINESSES OF PURCHASER, GENEZEN AND THEIR RESPECTIVE AFFILIATES OR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION IN RELATED THERETO FURNISHED OR MADE AVAILABLE TO PURCHASER AND ITS REPRESENTATIVES AND (B) NEITHER SELLER NOR SELLER PARENT HAS RELIED ON ANY REPRESENTATION OR ​ ​ WARRANTY FROM PURCHASER, GENEZEN OR ANY OTHER PERSON WITH RESPECT THERETO OR ANY OTHER ASPECT OF THE RESPECTIVE BUSINESSES OF PURCHASER, GENEZEN AND THEIR RESPECTIVE AFFILIATES OR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION FURNISHED OR MADE AVAILABLE TO SELLER, SELLER PARENT AND THEIR RESPECTIVE REPRESENTATIVES IN DETERMINING TO ENTER INTO THIS AGREEMENT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE VI AND AS EXPRESSLY SET FORTH IN THE OTHER TRANSACTION DOCUMENTS. FURTHERMOREIN ENTERING INTO THIS AGREEMENT, EACH OF SELLER AND SELLER PARENT HAVE RELIED SOLELY UPON ITS OWN INVESTIGATION AND ANALYSIS. EACH OF SELLER AND SELLER PARENT ACKNOWLEDGES THAT, SHOULD THE CLOSING OCCUR, SELLER SHALL ACQUIRE THE GENEZEN SERIES C PREFERRED STOCK AND THE CONVERTIBLE NOTE WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED, AS TO NON-INFRINGEMENT, VALIDITY, OR ENFORCEABILITY (EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE VI). NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING, NOTHING IN THIS AGREEMENT SECTION 6.26 SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT PREVENT, IMPAIR OR OTHER PROPRIETARY RIGHTS INCLUDED IN THE PATENTS IS VALID OTHERWISE LIMIT OR ENFORCEABLE SELLER OR THAT THE MPPSELLER PARENT’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 RIGHT 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 EFFICACYRECOVER FOR FRAUD.

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 ▇▇▇ ▇▇▇▇ OR SECTION 2 SUPPLY OF GOODS AND SERVICES ▇▇▇ ▇▇▇▇; 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. EXCEPT AS EXPRESSLY SET FORTH STATED 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 KINDEACH PARTY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES WARRANTY OF MERCHANTABILITY OR MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS NON-INFRINGEMENT, AND/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 PRODUCT THE OTHER PARTY WILL ACHIEVE ANY PATENT PARTICULAR RETURN ON INVESTMENT. EACH PARTY AND ITS AFFILIATES ARE SOLELY RESPONSIBLE FOR ANY RESULTS OBTAINED FROM USING THE PRODUCTS, INCLUDING THE ADEQUACY OF INDEPENDENT TESTING OF RELIABILITY, AND SECURITY AND 13 ACTIVE/96105181.2 [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED ACCURACY OF ANY ITEM DESIGNED USING THE PRODUCTS. NEITHER PARTY WARRANTS THAT THE OPERATION 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 PRODUCTS WILL BE UNINTERRUPTED OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER ERROR FREE OR WILL NOT INFRINGE CAUSE DAMAGE OR DISRUPTION TO ANY PATENT RIGHTS CUSTOMER’S DATA, COMPUTERS, OR NETWORKS. WITHOUT LIMITING THE FOREGOING, NEITHER PARTY WILL HAVE ANY LIABILITY ARISING FROM ANY SECURITY INCIDENT OR DATA LOSS THAT WOULD HAVE BEEN PREVENTED IF THE OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP PARTY OR ITS AFFILIATE HAD IMPLEMENTED A SECURITY SOLUTION, DEVICE OR FEATURE (INCLUDING “PATCHES,” FIXES AND PFIZER (IN UPDATES) PROVIDED BY A PARTY FOR THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION PRODUCTS PROVIDED OR WARRANTY THAT LICENSEE(S)’S USE OF MADE AVAILABLE TO 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 PARTY 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 EFFICACY15.

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. 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. 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. (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. 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 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. THERE ARE NO WARRANTIES, REPRESENTATIONS OR IMPLIED COVENANTS BETWEEN THE PARTIES EXCEPT THE MATTERS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT AND THE EXHIBITS AND SCHEDULES ATTACHED HERETO AND THE DOCUMENTS, CONVEYANCES AND INSTRUMENTS TO BE DELIVERED BY THE PARTIES AT AND AFTER CLOSING. THE PARTIES RESPECTIVELY DISCLAIM ANY OTHER WARRANTIES OR REPRESENTATIONS INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES AND REPRESENTATIONS IMPLIED UNDER ANY STATUTE OR LAW. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT: 3.3.1 ALL THE INFORMATION, STATISTICS, SUMMARIES, AND FACSIMILES FURNISHED BY OR ON BEHALF OF SELLER HEREWITH, HEREUNDER, OR PRIOR TO THE EXECUTION OF THIS AGREEMENT ARE FURNISHED OR WILL BE FURNISHED FOR BUYER'S USE AT BUYER'S SOLE RISK. ALL SUCH INFORMATION HAS BEEN COMPILED OR PREPARED BY SELLER BASED UPON ITS FILES AND THE PFIZER-MPP AGREEMENTRECORDS AND SUCH INFORMATION IS BELIEVED TO BE CORRECT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) BUT SELLER MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KINDREPRESENTATION, EXPRESS OR IMPLIED, INCLUDING AS TO THE ACCURACY, CORRECTNESS, COMPLETENESS, OR THE ADEQUACY OF SAME AND DOES NOT WARRANT OR GUARANTEE SUCH INFORMATION IN ANY WAY. SELLER HAS MADE NO STATEMENTS OR REPRESENTATIONS CONCERNING THE PRESENT OR FUTURE VALUE OF THE ANTICIPATED INCOME, COSTS, OR PROFITS, IF ANY, TO BE DERIVED FROM THE PROPERTIES. BUYER IS RESPONSIBLE FOR MAKING SUCH INDEPENDENT INVESTIGATION AND EVALUATION OF THE PROPERTIES AS BUYER SHALL DEEM APPROPRIATE, REALIZING THAT SELLER DOES NOT ASSUME AND SHALL HAVE NO LIABILITY TO BUYER OR ANY OTHER PARTY FOR ANY RELIANCE WHICH MAY BE PLACED ON THE INFORMATION, STATISTICS, SUMMARIES, OR FACSIMILES FURNISHED HEREWITH OR HEREUNDER OR ANY STATEMENTS MADE HEREIN. SPECIFICALLY, BUT WITHOUT LIMITATION LIMITING THE GENERALITY OF THE FOREGOING: (a) THE DESCRIPTION OF LEASES INCLUDED IN THE PROPERTIES, THE ACREAGE PURPORTED TO BE COVERED THEREBY, DEPTH LIMITATIONS (IF ANY), ROYALTY AND OTHER BURDENS AFFECTING SAME, AND QUANTUM OF INTEREST HAVE BEEN DERIVED STRICTLY FROM SELLER'S RECORDS AND SELLER HAS NOT UNDERTAKEN ANY EXAMINATION OF TITLE TO VERIFY SAME, SELLER WARRANTS TITLE TO THE PROPERTIES ONLY AS TO ANY CLAIMS BROUGHT BY, THROUGH, OR UNDER SELLER, BUT NOT OTHERWISE, AND BUYER SHOULD THEREFORE UNDERTAKE SUCH TITLE EXAMINATION AS IT DEEMS APPROPRIATE PRIOR TO CLOSING; AND (b) ANY DESCRIPTION OF ▇▇▇▇▇ AND EQUIPMENT INCLUDED IN THE PROPERTIES HAS BEEN COMPILED STRICTLY FROM SELLER'S RECORDS, RATHER THAN FROM AN ON-THE-GROUND INVENTORY. PRIOR TO CLOSING, BUYER SHOULD UNDERTAKE SUCH INSPECTION OR INVENTORY AS IT DEEMS APPROPRIATE TO DETERMINE WHETHER THE EQUIPMENT SO DESCRIBED IS IN FACT IN PLACE. 3.3.2 SELLER MAKES NO WARRANTY OR REPRESENTATION WHATSOEVER AS TO THE REGULATORY STATUS OF THE PROPERTIES, AND BUYER SHOULD SATISFY ITSELF AS TO SUCH MATTERS PRIOR TO CLOSING. 3.3.3 CONVEYANCE OF THE PROPERTIES WILL BE MADE WITHOUT WARRANTIES, EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY IN FACT OR IN LAW, AS TO MERCHANTABILITY, DURABILITY, USE, OPERATION, FITNESS FOR A ANY PARTICULAR PURPOSE, CONDITION, OR SAFETY OF THE PROPERTIES, COMPLIANCE WITH REGULATORY AND ENVIRONMENTAL REQUIREMENTS OR OTHERWISE. 3.3.4 BUYER HEREBY AGREES THAT IT HAS INSPECTED OR BEEN GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTIES, INCLUDING, WITHOUT LIMITATION, THE LEASES AND THE CONTRACTS, ▇▇▇▇▇, PERSONAL PROPERTY, AND EQUIPMENT ASSIGNED AND CONVEYED HEREIN AND THAT IT ACCEPTS THE SAME "AS IS" AND "WITH ALL FAULTS." BUYER RELEASES SELLER FROM LOSSES (AS DEFINED HEREIN) WITH RESPECT TO THE PATENTS PROPERTIES, WHETHER OR ANY LICENSE GRANTED NOT CAUSED BY MPP OR ATTRIBUTABLE TO SELLER'S NEGLIGENCE AND PFIZER (WHETHER OR NOT ARISING FROM OR IN CONNECTION WITH OR DURING THE PFIZER-MPP AGREEMENT) HEREUNDERPERIOD OF SELLER'S OWNERSHIP, OPERATION, 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 PATENTSPROPERTIES. WITHOUT LIMITING THE ABOVE, LICENSED KNOW-HOWBUYER WAIVES ITS RIGHT TO RECOVER FROM SELLER AND FOREVER RELEASES AND DISCHARGES SELLER FROM ANY AND ALL LOSSES, COMPOUNDPENALTIES, PRODUCT FINES, LIENS, JUDGMENTS, COSTS AND EXPENSES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEY FEES AND COSTS), WHETHER DIRECT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE INDIRECT, KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, THAT MAY ARISE ON ACCOUNT OF OR IN ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. MPP AND PFIZER (IN WAY BE CONNECTED WITH THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE PHYSICAL CONDITION OF THE COMPOUNDPROPERTIES OR ANY LAW OR REGULATION APPLICABLE THERETO, PRODUCT INCLUDING, WITHOUT LIMITATION, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980, AS AMENDED (42 U.S.C. 9601 ET. SEQ.), THE RESOURCE CONVERSATION AND RECOVERY ACT OF 1976 (42 U.S.C. 6901 ET. SEQ)., THE CLEAN WATER ACT (33 U.S.C. 466 ET. SEQ.), THE SAFE DRINKING WATER ACT (14 U.S.C. 1401-1450), THE HAZARDOUS MATERIALS TRANSPORTATION ACT (49 U.S.C. 1801 ET. SEQ.), THE TOXIC SUBSTANCE CONTROL ACT (16 U.S.C. 2601-2629) AND ALL APPLICABLE STATE OR LICENSED PRODUCT WILL NOT INFRINGE LOCAL LAWS. 3.3.5 BUYER AND SELLER WAIVE ANY PATENT RIGHTS RIGHT, CLAIM, LOSS, OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN DAMAGE UNDER THE PATENTS AND LICENSED KNOW-HOW) OF PFIZER TEXAS DECEPTIVE TRADE PRACTICES ACT RELATING TO THIS AGREEMENT OR ITS AFFILIATES. MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) ALSO DO NOT GIVE ANY WARRANTYNEGOTIATION, EXPRESS EXECUTION, 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 EFFICACYPERFORMANCE.

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. IT IS UNDERSTOOD AND AGREED THAT EXCEPT AS EXPRESSLY FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO TRUSTEE’S DEED DELIVERED BY SELLER TO PURCHASER AT CLOSING, SELLER IS NOT MAKING ANY WARRANTIES OR REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EXPRESS KIND OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY CHARACTER EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE PATENTS PROPERTY INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR REPRESENTATIONS AS TO MATTERS OF TITLE, ZONING, TAX CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL CONDITION, OPERATING HISTORY OR PRORATIONS, VALUATIONS, GOVERNMENTAL APPROVALS, GOVERNMENTAL REGULATIONS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN OTHER MATTER OR THING RELATING TO OR AFFECTING THE PFIZER-MPP AGREEMENT) HEREUNDER, OR PROPERTY HEREINAFTER COLLECTIVELY CALLED THE “DISCLAIMED MATTERS”. PURCHASER AGREES THAT WITH RESPECT TO THE COMPOUNDPROPERTY, PRODUCT PURCHASER HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR LICENSED PRODUCTINDIRECTLY, ANY REPRESENTATION OR ANY OTHER MATTERWARRANTY OF SELLER. PURCHASER WILL CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF AND RELY UPON SAME AND, UPON CLOSING, SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, THE DISCLAIMED MATTERS, MAY NOT HAVE BEEN REVEALED BY PURCHASER’S INSPECTIONS AND INVESTIGATIONS. FURTHERMORE, NOTHING PURCHASER UPON CLOSING, SHALL INDEMNIFY SELLER AND HOLD SELLER HARMLESS FROM AND AGAINST AND PURCHASER SHALL RELEASE SELLER FROM, ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION, LOSS, DAMAGE, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES AND COURT COSTS), OF ANY AND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, FIXED OR CONTINGENT ASSERTED AGAINST OR INCURRED BY SELLER AT ANY TIME AFTER CLOSING BY REASON OF OR ARISING OUT OF ANY DISCLAIMED MATTER INCLUDING WITHOUT LIMITATION, THE ENVIRONMENTAL CONDITIONS OF THE PROPERTY. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ANY PATENT OR OTHER PROPRIETARY RIGHTS INCLUDED AND IN THE PATENTS IS VALID TRUSTEE’S DEED, PURCHASER ACKNOWLEDGES AND AGREES THAT UPON CLOSING, SELLER SHALL SELL AND CONVEY TO PURCHASER AND PURCHASER SHALL ACCEPT THE PROPERTY “AS IS”, AND WITH ALL FAULTS AND THERE ARE NO ORAL AGREEMENTS, WARRANTIES, OR ENFORCEABLE REPRESENTATIONS, COLLATERAL TO OR THAT AFFECTING THE MPP’S PROPERTY BY SELLER 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 THE TERMS AND PFIZER (IN CONDITIONS OF THIS PARAGRAPH SHALL EXPRESSLY SURVIVE THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OR WARRANTY THAT LICENSEE(S)’S USE OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT WILL CLOSING AND 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 EFFICACYMERGE THEREIN.

Disclaimer. (i) EXCEPT AS EXPRESSLY SET FORTH PROVIDED IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP THE AOL PROPERTIES, AOL SOFTWARE, AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO AOL CONTENT ARE PROVIDED "AS IS" AND AOL HEREBY DISCLAIMS ALL REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KINDOR WARRANTIES, EXPRESS OR IMPLIED, REGARDING AOL PROPERTIES, AOL SOFTWARE, AOL BRAND FEATURES, AND AOL CONTENT, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES WARRANTY OF MERCHANTABILITY MERCHANTABILITY, TITLE, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSEPURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. EXCEPT AS PROVIDED IN THIS AGREEMENT, WITH RESPECT AOL DOES NOT MAKE ANY WARRANTY THAT THE AOL SOFTWARE, AOL PROPERTIES AND/OR THE AOL CONTENT WILL MEET USERS' REQUIREMENTS, THAT AVAILABILITY AND FUNCTIONALITY OF SUCH WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES EITHER PARTY MAKE ANY WARRANTY AS TO THE PATENTS OR RESULTS, ACCURACY, AND RELIABILITY OF ANY LICENSE GRANTED BY MPP AND PFIZER (IN INFORMATION THAT MAY BE OBTAINED FROM 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 PATENTSAOL SOFTWARE, LICENSED KNOW-HOW, COMPOUND, PRODUCT AOL PROPERTIES AND/OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE THE AOL CONTENT. THE PARTIES ACKNOWLEDGE THAT ANY PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS USE OF ANY THIRD PARTY. MPP DATA OBTAINED BY USERS THROUGH THE AOL SOFTWARE, AOL PROPERTIES AND/OR AOL CONTENT IS AT USERS' OWN DISCRETION AND PFIZER RISK, AND THAT USERS WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE RESULTING FROM USE THEREOF AND THE PARTIES AGREE TO NOTIFY USERS OF SAME. (ii) EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PFIZER-MPP AGREEMENT) ALSO MAKE NO REPRESENTATION OMNISKY SERVICE AND CUSTOMIZED SERVICE ARE PROVIDED "AS IS" AND OMNISKY HEREBY DISCLAIMS ALL REPRESENTATIONS 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 REGARDING THE OMNISKY SERVICE AND THE CUSTOMIZED SERVICE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. EXCEPT AS PROVIDED IN THIS AGREEMENT, OMNISKY DOES NOT MAKE ANY WARRANTY THAT THE OMNISKY SERVICE AND THE CUSTOMIZED SERVICE WILL MEET USERS' REQUIREMENTS, THAT THE AVAILABILITY AND FUNCTIONALITY OF SUCH WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES EITHER PARTY MAKE ANY WARRANTY AS TO THE SAFETY OR EFFICACY RESULTS, ACCURACY, AND RELIABILITY OF ANY INFORMATION THAT MAY BE OBTAINED FROM THE USE OF THE COMPOUNDOMNISKY SERVICE AND THE CUSTOMIZED SERVICE. THE PARTIES ACKNOWLEDGE THAT ANY USE OF ANY DATA OBTAINED BY USERS THROUGH THE OMNISKY SERVICE AND THE CUSTOMIZED SERVICE IS AT USERS' OWN DISCRETION AND RISK, PRODUCT OR LICENSED PRODUCT AND IT SHALL THAT USERS WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE RESULTING FROM USE THEREOF AND THE SOLE RESPONSIBILITY PARTIES AGREE TO NOTIFY USERS OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYSAME.

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 ACT 1979 OR SECTION 2 SUPPLY OF GOODS AND SERVICES ACT 1982; 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. EXCEPT AS SET FORTH IN THIS CONTRACT, THE OPTION OR THE DEED DELIVERED AT CLOSING, IT IS UNDERSTOOD AND AGREED THAT THE PROPERTY IS BEING SOLD AND CONVEYED HEREUNDER “AS IS, WHERE IS” CONDITION, WITH ALL FAULTS”, WITH NO RIGHT OF SETOFF OR REDUCTION IN THE PURCHASE PRICE AND WITHOUT ANY REPRESENTATION OR WARRANTY BY SELLER EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND CONTRACT, THE PFIZER-MPP AGREEMENT, MPP AND PFIZER (OPTION OR IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS DEED. SELLER HAS NOT MADE AND EXTENDS NO WARRANTIES OF ANY KINDIS NOT MAKING, EXPRESS EXCEPT AS EXPRESSLY SET FORTH IN THIS CONTRACT, THE OPTION OR IMPLIEDIN THE DEED, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHATSOEVER WITH RESPECT TO THE PATENTS PROPERTY, FITNESS FOR ANY PARTICULAR PURPOSE OF THE PROPERTY, ACCURACY OF DIMENSIONS, AND RELATING IN ANY WAY TO HAZARDOUS MATERIALS OR ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDERENVIRONMENTAL MATTERS, SUITABILITY OF SOIL OR GEOLOGY, OR WITH RESPECT TO THE COMPOUNDABSENCE OF DEFECTS OR HAZARDOUS OR TOXIC MATERIALS OR WASTES; AND BUYER ACKNOWLEDGES AND REPRESENTS THAT BUYER IS ENTERING INTO THIS CONTRACT WITHOUT RELYING UPON ANY SUCH STATEMENT, 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)MADE BY SELLER OR BY SELLER’S USE OF AGENT OR BY ANY OTHER PERSON AND, EXCEPT AS EXPRESSLY SET FORTH IN THIS CONTRACT, THE COMPOUND, PRODUCT OPTION 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 WARRANTYDEED, EXPRESS IS ACQUIRING THE PROPERTY BASED SOLELY UPON BUYER’S OWN INSPECTIONS, INVESTIGATIONS AND FINANCIAL ANALYSIS. BUYER ACKNOWLEDGES IT HAS HAD AN ADEQUATE OPPORTUNITY TO INSPECT THE PROPERTY AND HAS OR IMPLIED, SHALL HAVE CONSULTED WITH REGARD TO THE SAFETY OR EFFICACY OF THE COMPOUND, PRODUCT OR LICENSED PRODUCT SUCH EXPERTS AND PROFESSIONALS AS IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYDEEMS APPROPRIATE.

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. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP ITS IS UNDERSTOOD AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AGREED THAT SELLER IS NOT MAKING AND EXTENDS NO HAS NOT MADE ANY WARRANTIES OR REPRESNETATIONS OF ANY KINDKIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING WITHOUT LIMITATION BUT NOT LIMITED TO, ANY EXPRESS WARRANTIES OR IMPLIED WARRANTIES OF MERCHANTABILITY OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE ZONING, TAX CONSEQUENCES, LATENT OR PATENT PHYSICAL OR ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, THE COMPLIANCE OF THE PROPERTY WITH GOVERNMENTAL LAWS, THE TRUTH ACCURACY OR COMPLETENESS OF ANY INFORMATIONS PROVIDED BY OR ON BEHALF OF SELLER TO PURCHASER, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY. PURCHASER ACKNOWLEDGES AND AGREES THAT UPON THE CLOSING, SELLER SHALL SELL, TRANSFER AND ▇▇▇▇▇▇▇ TO PURCHASER AND PURCHASER SHALL ACCEPT THE PROPERTY "AS IS, WHEREIS, WITH ALL FAULTS", EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT. PURCHASER HAS NOT RELIED UPON AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO (INCLUDING WITHOUR LIMITATION, PROPERTY INFORMATION PACKAGES DISTRIBUTED WITH RESPECT TO THE PATENTS PROPERTY OR ANY LICENSE GRANTED BY MPP AND PFIZER (REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OIR INDIRECTLY, ORALLY OR IN THE PFIZER-MPP AGREEMENT) HEREUNDERWRITING, OR WITH RESPECT TO THE COMPOUND, PRODUCT OR LICENSED PRODUCT, OR ANY OTHER MATTER. FURTHERMORE, NOTHING UNLESS SPECIFICALLY 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 FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT ARTICLE III, THE POINT BEACH ASSETS ARE BEING SOLD AND THE PFIZER-MPP AGREEMENTTRANSFERRED “AS IS, MPP WHERE IS,” AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO ACCORDINGLY SELLER IS NOT MAKING ANY OTHER REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KINDOR WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION CONCERNING THE POINT BEACH ASSETS, INCLUDING, IN PARTICULAR, ANY EXPRESS OR IMPLIED WARRANTIES WARRANTY OF MERCHANTABILITY MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT OR AS TO THE PATENTS WORKMANSHIP THEREOF OR THE ABSENCE OF ANY LICENSE GRANTED BY MPP AND PFIZER (IN THE PFIZER-MPP AGREEMENT) HEREUNDERDEFECTS THEREIN, WHETHER LATENT OR PATENT, OR COMPLIANCE WITH RESPECT ENVIRONMENTAL REQUIREMENTS, OR AS TO THE COMPOUND, PRODUCT OR LICENSED PRODUCTCONDITION OF THE POINT BEACH ASSETS, OR ANY OTHER MATTERPART THEREOF, ALL OF WHICH ARE HEREBY EXPRESSLY EXCLUDED AND DISCLAIMED. FURTHERMORE, NOTHING EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT ARTICLE III, SELLER FURTHER 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 REGARDING THE ABSENCE OF HAZARDOUS SUBSTANCES OR LIABILITY ARISING UNDER ENVIRONMENTAL LAWS. WITHOUT LIMITING THE GENERALITY OF THE COMPOUNDFOREGOING, PRODUCT EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SELLER EXPRESSLY DISCLAIMS ANY REPRESENTATION OR LICENSED PRODUCT WARRANTY OF ANY KIND REGARDING THE CONDITION OF THE POINT BEACH ASSETS OR THE SUITABILITY OF THE FACILITIES FOR OPERATION AS A POWER PLANT AND NO OTHER MATERIAL OR INFORMATION PROVIDED BY OR COMMUNICATION MADE BY SELLER OR ANY OFFICER, EMPLOYEE, CONSULTANT OR AGENT THEREOF, OR ANY BROKER OR INVESTMENT BANKER WILL NOT INFRINGE ANY PATENT RIGHTS CAUSE 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 CREATE ANY WARRANTY, EXPRESS OR IMPLIED, WITH REGARD AS TO THE SAFETY TITLE, CONDITION, VALUE OR EFFICACY QUALITY OF THE COMPOUNDPOINT BEACH ASSETS OR ANY PART THEREOF. THE PROVISIONS OF THIS SECTION HAVE BEEN NEGOTIATED BY THE PARTIES HERETO AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS AND WARRANTIES, PRODUCT WHETHER EXPRESS OR LICENSED PRODUCT IMPLIED OR STATUTORY, OTHER THAN THOSE REPRESENTATIONS AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYWARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT.

Disclaimer. EXCEPT AS SET FORTH IN THIS AGREEMENT, SELLERS WILL CONVEY TO BUYER THE INTERESTS WITHOUT ANY EXPRESS, STATUTORY, OR IMPLIED WARRANTY OR REPRESENTATION OF ANY KIND FROM SELLERS, THE COMPANY OR ANY OF THEIR RESPECTIVE AFFILIATES, INCLUDING WARRANTIES OR REPRESENTATIONS RELATING TO (I) THE COMPANY, (II) TITLE OF THE COMPANY IN AND TO THE TREATING ASSETS OR ASSIGNED ASSETS, (III) THE CONDITION OF THE TREATING ASSETS OR ASSIGNED ASSETS, (IV) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY OF THE TREATING ASSETS OR ASSIGNED ASSETS, (V) ANY IMPLIED OR EXPRESS WARRANTY OF THE FITNESS OF THE TREATING ASSETS OR ASSIGNED ASSETS FOR A PARTICULAR PURPOSE, (VI) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (VII) ANY AND ALL OTHER IMPLIED WARRANTIES EXISTING UNDER APPLICABLE LAW NOW OR HEREAFTER IN EFFECT, (VIII) THE ACCURACY OR COMPLETENESS OF ANY INFORMATION FURNISHED TO BUYER BY THE COMPANY OR SELLERS OR ▇▇▇▇▇▇▇, ▇▇▇▇▇ & CO., INCLUDING ANY INFORMATION IN ANY “DATA ROOM” OR “VIRTUAL DATA ROOM,” OR (IX) ANY IMPLIED OR EXPRESS WARRANTY REGARDING COMPLIANCE WITH ANY APPLICABLE ENVIRONMENTAL LAWS, THE RELEASE OF MATERIALS INTO THE ENVIRONMENT, OR PROTECTION OF THE ENVIRONMENT OR HEALTH. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP IN PURCHASING THE INTERESTS BUYER ACCEPTS THE TREATING ASSETS AND PFIZER (ASSIGNED ASSETS “AS IS,” “WHERE IS,” AND “WITH ALL FAULTS” AND IN THEIR PRESENT CONDITION AND STATE OF REPAIR. WITHOUT LIMITING THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES GENERALITY OF ANY KINDTHE FOREGOING, 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 EXCEPT AS SET FORTH IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY THAT AGREEMENT, NEITHER SELLERS NOR THE COMPANY MAKE 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 AS TO (A) THE PHYSICAL, OPERATING, REGULATORY COMPLIANCE, SAFETY, OR ENVIRONMENTAL CONDITION OF THE COMPOUNDTREATING ASSETS OR ASSIGNED ASSETS OR (B) THE ACCURACY, PRODUCT COMPLETENESS, OR LICENSED PRODUCT WILL NOT INFRINGE MATERIALITY OF ANY PATENT RIGHTS DATA, INFORMATION, OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN RECORDS FURNISHED TO BUYER IN CONNECTION WITH THE PATENTS COMPANY OR THE TREATING ASSETS OR ASSIGNED ASSETS. BUYER ACKNOWLEDGES 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 AGREES TO THE SAFETY OR EFFICACY OF FOREGOING AND THAT THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYFOREGOING DISCLAIMER IS “CONSPICUOUS.”

Disclaimer. EXCEPT AS SET FORTH IN THIS AGREEMENT, SELLERS WILL CONVEY TO BUYER THE INTERESTS WITHOUT ANY EXPRESS, STATUTORY, OR IMPLIED WARRANTY OR REPRESENTATION OF ANY KIND FROM ANY OF THE SELLERS, THE COMPANY, CHIEF HOLDINGS, SELLERS’ REPRESENTATIVE OR ANY OF THEIR RESPECTIVE AFFILIATES, INCLUDING WARRANTIES OR REPRESENTATIONS RELATING TO (I) THE COMPANY, CHIEF HOLDINGS, SELLERS’ REPRESENTATIVE OR ANY SUBSIDIARY, (II) TITLE OF THE COMPANY, CHIEF HOLDINGS OR ANY SUBSIDIARY IN AND TO THE MIDSTREAM ASSETS, (III) THE CONDITION OF THE MIDSTREAM ASSETS, (IV) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY OF THE MIDSTREAM ASSETS, (V) ANY IMPLIED OR EXPRESS WARRANTY OF THE FITNESS OF THE MIDSTREAM ASSETS FOR A PARTICULAR PURPOSE, (VI) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (VII) ANY AND ALL OTHER IMPLIED WARRANTIES EXISTING UNDER APPLICABLE LAW NOW OR HEREAFTER IN EFFECT, OR (VIII) ANY IMPLIED OR EXPRESS WARRANTY REGARDING COMPLIANCE WITH ANY APPLICABLE ENVIRONMENTAL LAWS, THE RELEASE OF MATERIALS INTO THE ENVIRONMENT, OR PROTECTION OF THE ENVIRONMENT OR HEALTH. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE PFIZER-MPP AGREEMENT, MPP IN PURCHASING THE INTERESTS BUYER ACCEPTS THE MIDSTREAM ASSETS “AS IS,” “WHERE IS,” AND PFIZER (“WITH ALL FAULTS” AND IN THEIR PRESENT CONDITION AND STATE OF REPAIR. WITHOUT LIMITING THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES GENERALITY OF ANY KINDTHE FOREGOING, 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 EXCEPT AS 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 AGREEMENT, NONE OF THE PATENTS, LICENSED KNOW-HOW, COMPOUND, PRODUCT OR LICENSED PRODUCT AS CONTEMPLATED HEREUNDER WILL NOT INFRINGE SELLERS NOR SELLERS’ REPRESENTATIVE NOR CHIEF HOLDINGS NOR THE COMPANY MAKES 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 AS TO (A) THE PHYSICAL, OPERATING, REGULATORY COMPLIANCE, SAFETY, OR ENVIRONMENTAL CONDITION OF THE COMPOUNDMIDSTREAM ASSETS OR (B) THE ACCURACY, PRODUCT COMPLETENESS, OR LICENSED PRODUCT WILL NOT INFRINGE MATERIALITY OF ANY PATENT RIGHTS DATA, INFORMATION, OR OTHER INTELLECTUAL PROPERTY RIGHTS (OTHER THAN RECORDS FURNISHED TO BUYER IN CONNECTION WITH THE PATENTS COMPANY OR THE MIDSTREAM ASSETS. BUYER ACKNOWLEDGES 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 AGREES TO THE SAFETY OR EFFICACY OF FOREGOING AND THAT THE COMPOUND, PRODUCT OR LICENSED PRODUCT AND IT SHALL BE THE SOLE RESPONSIBILITY OF LICENSEE TO ENSURE SUCH SAFETY OR EFFICACYFOREGOING DISCLAIMER IS “CONSPICUOUS.”

Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT PURCHASER UNDERSTANDS THAT SELLER HAS LITTLE OR NO DIRECT KNOWLEDGE CONCERNING THE CONDITION OF THE PROPERTY. PURCHASER ACKNOWLEDGES AND THE PFIZER-MPP AGREEMENTAGREES THAT SELLER HAS NOT MADE, MPP DOES NOT MAKE AND PFIZER (IN THE PFIZER-MPP AGREEMENT) MAKES NO REPRESENTATIONS SPECIFICALLY NEGATES AND EXTENDS NO WARRANTIES 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, SQUARE FOOTAGE, OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION LIMITATION, NON-NEGOTIABLE (A) 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 MAY CONDUCT THEREON, (D) THE COMPLIANCE OF OR IMPLIED WARRANTIES BY THE PROPERTY 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) 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, (G) THE EXISTENCE OF ANY VIEW FROM THE PROPERTY OR THAT ANY EXISTING VIEW WILL NOT BE OBSTRUCTED IN THE FUTURE, (H) THE SUFFICIENCY OF ANY DRAINAGE FOR THE PROPERTY, (I) WHETHER THE PROPERTY ARE LOCATED WHOLLY OR PARTIALLY IN A FLOOD HAZARD AREA OR ANY SIMILAR AREA, (J) THE AVAILABILITY OF PUBLIC UTILITIES AND SERVICES FOR THE PROPERTY, OR (K) ANY OTHER MATTER WITH RESPECT TO THE PATENTS OR PROPERTY; AND PURCHASER HEREBY WAIVES ANY LICENSE GRANTED RIGHT TO MAKE ANY CLAIM BASED ON ANY OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, ANY RIGHT TO MAKE ANY CLAIM AGAINST SELLER BASED ON THE VIOLATION OF ANY ENVIRONMENTAL LAWS. ADDITIONALLY, NO PERSON ACTING ON BEHALF OF SELLER IS AUTHORIZED TO MAKE, AND BY MPP AND PFIZER (IN THE PFIZER-MPP EXECUTION HEREOF OF PURCHASER ACKNOWLEDGES THAT NO PERSON HAS MADE, ANY REPRESENTATION, AGREEMENT) HEREUNDER, STATEMENT, WARRANTY, GUARANTY, OR PROMISE REGARDING THE PROPERTY OR THE TRANSACTION CONTEMPLATED HEREIN; AND NO SUCH REPRESENTATION, WARRANTY, AGREEMENT, GUARANTY, STATEMENT, OR PROMISE IF ANY, MADE BY ANY 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 SELLER, AND AGREES TO ACCEPT THE PROPERTY AT THE CLOSING AND 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. 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 OF SUCH INFORMATION. SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY NON-NEGOTIABLE 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 MATTERPERSON. FURTHERMOREPURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTHING 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. PURCHASER HAS KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AND DEALING WITH PROPERTIES IN SELLERSHIP, THAT ENABLES PURCHASER TO EVALUATE THE MERIT AND RISKS OF THE TRANSACTION CONTEMPLATED HEREBY. PURCHASER IS NOT IN A DISPARATE BARGAINING POSITION VIS-A-VIS SELLER, AND PURCHASER HEREBY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL RIGHTS, BENEFITS AND REMEDIES UNDER CONSUMER PROTECTION LAWS WITH RESPECT TO ANY MATTERS PERTAINING TO THIS AGREEMENT AND THE TRANSACTION CONTEMPLATED HEREBY. THE PROVISIONS OF THIS SECTION SHALL BE CONSTRUED AS A WARRANTY THAT SURVIVE THE CLOSING 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 EFFICACYTERMINATION HEREOF.

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 B▇▇▇▇, 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 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. EXCEPT THE INTERESTS BEING TRANSFERRED TO BUYER AS EXPRESSLY SET FORTH A RESULT OF THE TRANSFER OF THE INTERESTS ARE BEING ACCEPTED BY BUYER IN THIS AGREEMENT THEIR “AS 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 SELLER AND WAIVED BY BUYER, EXCEPT FOR THE PATENTS OR ANY LICENSE GRANTED BY MPP REPRESENTATIONS AND PFIZER (WARRANTIES OF SELLER 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 SELLER 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 EFFICACYSELLER SET FORTH IN THIS AGREEMENT.

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.