with a true
and correct copy of all agreements pursuant to which an Affiliate of TBIL grants
TBIL or its Affiliate, or TBIL grants to its Affiliate, a license or other
rights to the TBIL Technology or the Development, Commercialization or other
Exploitation of any Compound or Product for use in the Field in the Territory
(including, for clarity, any and all amendments thereto) prior to or as of the
Execution Date, and except as provided for in such agreements, TBIL and its
Affiliates are in compliance in all material respects with the terms of such
agreements.
For the sake of clarity, any and all such agreements are
Confidential Information of TBIL and its Affiliates.
10.3
Disclaimer of Warranties.
EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED
IN SECTION 10.1 OR SECTION 10.2, NEITHER PARTY MAKES ANY REPRESENTATIONS OR
WARRANTIES, AND EACH PARTY HEREBY EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS
AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING:
(a) CONCERNING THE SUCCESS OR POTENTIAL SUCCESS OF THE DEVELOPMENT,
COMMERCIALIZATION, MARKETING OR SALE OF ANY PRODUCT IN THE FIELD; (b) THAT ANY
PRODUCT MADE, USED, SOLD OR OTHERWISE DISPOSED OF UNDER THIS AGREEMENT IS OR
WILL BE FREE FROM INFRINGEMENT OF PATENTS, COPYRIGHTS, TRADEMARKS, INDUSTRIAL
DESIGN OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY; (c) REGARDING
THE EFFECTIVENESS, VALUE, SAFETY, NON-TOXICITY, PATENTABILITY, OR
NON-INFRINGEMENT OF ANY PATENTED TECHNOLOGY, THE PRODUCTS OR ANY INFORMATION OR
RESULTS PROVIDED BY EITHER PARTY PURSUANT TO THIS AGREEMENT; (d) THAT ANY
PRODUCT WILL OBTAIN THE NECESSARY REGULATORY APPROVALS, AND/OR; (e) WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
EACH PARTY EXPLICITLY
ACCEPTS ALL OF THE SAME AS EXPERIMENTAL AND FOR DEVELOPMENT PURPOSES, AND
WITHOUT ANY EXPRESS OR IMPLIED WARRANTY FROM THE OTHER PARTY.
10.4
Inventory and Other Transferred Materials.
SUBJECT TO THE EXPRESS
TERMS OF THIS AGREEMENT, TAKEDA ACKNOWLEDGES AND AGREES THAT ANY AND ALL
INVENTORY AND OTHER DOCUMENTS AND MATERIALS PROVIDED TO TAKEDA BY OR ON BEHALF
OF TBIL OR ANY OF ITS AFFILIATES IN CONNECTION WITH THIS AGREEMENT ARE
EXPERIMENTAL IN NATURE AND MAY HAVE UNKNOWN CHARACTERISTICS.
TAKEDA SHALL USE
PRUDENCE AND
***CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.
45
REASONABLE CARE IN THE USE, HANDLING, STORAGE, TRANSPORTATION, DISPOSITION, AND
CONTAINMENT OF SUCH TRANSFERRED ITEMS.
EXCEPT AS OTHERWISE EXPRESSLY SET FORTH
HEREIN, WITHOUT LIMITING THE FOREGOING, ANY AND ALL TRANSFERRED ITEMS ARE MADE
AVAILABLE ON AN "AS IS" BASIS, WITHOUT WARRANTY WITH RESPECT TO COMPLETENESS,
COMPLIANCE WITH REGULATORY STANDARDS OR REGULATIONS OR FITNESS FOR A PARTICULAR
PURPOSE OR ANY OTHER KIND OF WARRANTY WHETHER EXPRESS OR IMPLIED.
10.5
Covenants.
Each Party hereby covenants and agrees as of the
Execution Date and Effective Date, and during the Term:
(a)
Each Party hereby covenants and agrees as of the Execution Date
and Effective Date, and during the Term:
(i)
Debarment.
In connection with performing its obligations
hereunder, it and its Affiliates shall not use any employee, agent or
independent contractor