in the development, production, quality control, service,
manufacture, marketing and sales of products similar to the subject matter of
the Licensed IP and it will commit itself to a diligent program of developing
and marketing the Licensed Products in accordance with each years development
plan;
(ii)it has independently evaluated the Licensed IP and their applicability or
utility in SORRENTO's activities, and is entering into this Agreement on the
basis of its own evaluation and not in reliance of any representation by MAYO,
and, except to the extent arising out of or related to a breach of this
Agreement by MAYO or MAYO's gross negligence or willful misconduct, assumes all
risk and liability in connection with such determination;
(iii) it now maintains and will continue to maintain throughout the Term and
beyond (to the extent required in Section 9.03) insurance coverage as set forth
in Section 9.03 (Indemnification and Insurance); and
(iv) it shall comply and shall use Commercially Reasonable Efforts to require
its Sublicensees to comply with all applicable international, national and state
laws, ordinances and regulations in its performance under this Agreement.
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c)By MAYO. MAYO warrants and represents to SORRENTO that:
(i)[...***...];
(ii)[...***...];
(iii)[...***...];
(iv)[...***...];
(v)[...***...]; and
(vi)[...***...].
9.02DISCLAIMERS.
(a)EACH PARTY AGREES AND ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY SET FORTH IN
THIS AGREEMENT OR ANY SPONSORED RESEARCH AGREEMENT ENTERED INTO BY THE PARTIES:
(i) NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND
WHATSOEVER, IMPLIED OR STATUTORY WITH RESPECT TO THE SUBJECT MATTER OF THIS
AGREEMENT, AND EACH PARTY HEREBY EXPRESSLY DISCLAIMS ALL SUCH REPRESENTATIONS
AND WARRANTIES, IMPLIED OR STATUTORY, AND FOR MAYO, INCLUDING ANY IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AGAINST
NON-INFRINGEMENT OR THE LIKE, OR ARISING FROM COURSE OF PERFORMANCE, AND (ii)
MAYO HAS NOT MADE AND DOES NOT MAKE ANY PROMISES, COVENANTS, GUARANTEES,
REPRESENTATIONS OR WARRANTIES OF ANY NATURE, DIRECTLY OR INDIRECTLY, EXPRESS,
STATUTORY OR IMPLIED, INCLUDING WITHOUT LIMITATION, MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE, SUITABILITY, DURABILITY, CONDITION, QUALITY OR ANY
OTHER CHARACTERISTIC OF THE LICENSED IP OR CONFIDENTIAL INFORMATION.
(b)WITHOUT LIMITING SECTION 9.02 AND EXCEPT AS EXPRESSLY PROVIDED HEREIN: (i)
THE LICENSED IP AND CONFIDENTIAL INFORMATION IS PROVIDED "AS IS," "WITH ALL
FAULTS" AND "WITH ALL DEFECTS," (ii) EXCEPT FOR CLAIMS ARISING OUT OF OR RELATED
TO A BREACH OF THIS AGREEMENT BY MAYO, OR MAYO'S GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT, SORRENTO EXPRESSLY WAIVES ALL RIGHTS TO MAKE ANY CLAIM WHATSOEVER
AGAINST MAYO FOR MISREPRESENTATION OR FOR BREACH OF PROMISE, GUARANTEE, OR
IMPLIED REPRESENTATION OR WARRANTY OF ANY KIND, IN ALL CASES RELATING TO THE
LICENSED IP AND THE CONFIDENTIAL INFORMATION PROVIDED BY MAYO TO SORRENTO
HEREUNDER; (iii) MAYO EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES ARISING FROM
ANY COURSE OF DEALING, USAGE OR TRADE PRACTICE, WITH RESPECT TO: THE SCOPE,
VALIDITY OR ENFORCEABILITY OF THE LICENSED IP; THAT ANY PATENT WILL ISSUE BASED
UPON ANY PENDING PATENT APPLICATION; OR THAT THE USE, SALE, OFFER FOR SALE OR
IMPORTATION OF THE LICENSED PRODUCTS WILL
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