COMMENTS, WHICH COMMENTS
SHALL BE REASONABLY CONSIDERED BY THE FILING PARTY. INTERLEUKIN, UPON THE
EXECUTION OF THIS AGREEMENT, SHALL ISSUE A PRESS RELEASE WITH RESPECT TO THIS
AGREEMENT AS SHOWN IN EXHIBIT 3.
EITHER PARTY MAY MAKE
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 Securities Exchange Act of 1934,
as amended.
15
SUBSEQUENT PUBLIC DISCLOSURE OF THE CONTENTS OF SUCH PRESS RELEASE WITHOUT
FURTHER APPROVAL OF THE OTHER PARTY.
AFTER ISSUANCE OF SUCH PRESS RELEASE,
EXCEPT AS REQUIRED BY APPLICABLE LAWS AND STANDARDS, NEITHER PARTY SHALL ISSUE A
PRESS OR NEWS RELEASE OR MAKE ANY SIMILAR PUBLIC ANNOUNCEMENT RELATED TO THE
STUDY WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY.
ARTICLE 9 - REPRESENTATIONS AND WARRANTIES
9.1
GEISINGER REPRESENTATIONS AND WARRANTIES.
GEISINGER HEREBY REPRESENTS AND WARRANTS THAT:
(A)
THE SAMPLES AND CLINICAL DATA PROVIDED
PURSUANT TO THIS AGREEMENT WERE COLLECTED IN ACCORDANCE WITH ALL APPLICABLE LAWS
AND STANDARDS, INCLUDING WITHOUT LIMITATION, PATIENT INFORMED CONSENT PROCEDURES
AND PROTECTION OF HUMAN SUBJECTS IN EFFECT AT THE TIME OF COLLECTION;
(B)
IT HAS ACCESS TO SAMPLES AND CLINICAL DATA,
AND ALL NECESSARY RIGHT AND AUTHORITY TO TRANSFER THE SAMPLES AND CLINICAL DATA
TO INTERLEUKIN UNDER THE TERMS OF THIS AGREEMENT AND TO GRANT INTERLEUKIN THE
RIGHTS AND LICENSES WITH RESPECT TO THE SAMPLES AND CLINICAL DATA AS DESCRIBED
IN THIS AGREEMENT;
(C)
IT WILL NOT DISCLOSE OR TRANSFER TO
INTERLEUKIN ANY PROTECTED HEALTH INFORMATION AS DEFINED IN 45 C.F.R. 164.501;
AND
(D)
IT HAS TAKEN THE APPROPRIATE LEGAL AND/OR
CONTRACTUAL STEPS TO ENSURE THAT THE EMPLOYEES AND/OR CONTRACTORS COMPLY FULLY
WITH THE TERMS OF THIS AGREEMENT.
9.2
DISCLAIMER.
EXCEPT FOR THE REPRESENTATIONS
AND WARRANTIES UNDER SECTION 9.1, THE SAMPLES ARE PROVIDED "AS IS" AND GEISINGER
HEREBY DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES WITH RESPECT HERETO,
INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR
ANY OTHER WARRANTY, EXPRESS OR IMPLIED.
GEISINGER MAKES NO REPRESENTATION OR
WARRANTY THAT THE USE OF THE SAMPLES WILL NOT INFRINGE ANY PATENT OR OTHER
PROPRIETARY RIGHT.
GEISINGER MAKES NO REPRESENTATION AND EXTENDS NO WARRANTY
THAT THE USE OF ALL OR ANY PART OF THE SAMPLES OR CLINICAL CONTENT WILL RESULT
IN SUCCESSFUL STUDY RESULTS OR LEAD TO THE DEVELOPMENT OF A COMMERCIAL PRODUCT.
UPON INTERLEUKIN'S ACCEPTANCE OF THE SAMPLES, INTERLEUKIN SHALL BEAR ALL RISK
RELATING TO THE USE AND HANDLING OF THE SAMPLES.
GEISINGER SHALL NOT BE LIABLE
UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABLITY OR OTHER THEORY FOR ANY DAMAGES
INCLUDING DIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR COST OF PROCUREMENT OF
SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY.
9.3
INTERLEUKIN REPRESENTATIONS AND WARRANTIES.
INTERLEUKIN HEREBY REPRESENTS AND WARRANTS THAT:
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 Securities Exchange Act of 1934,
as amended.
16
(A)
IT IS DULY ORGANIZED