Party. Neither Party shall at any time
represent its relationship with the other Party as anything other than that of
an independent contractor.
b. Neither Party, nor its employees, agents or Permitted Subcontractors (as
discussed below) shall be (i) deemed employees of the other Party, nor
(ii) entitled to participate in or receive any benefit or right as an employee
of the other Party.
c. Each Party shall pay and report all federal and state income tax
withholding. Social Security taxes and unemployment insurance applicable to such
Party.
d. Permitted Subcontractors: AMRI shall have the right to subcontract a
portion of its obligations in connection with its performance of any Project
other than to its Affiliates (hereinafter a "Permitted Subcontractors"),
provided that (i) AMRI shall have obtained the prior written approval of SUNESIS
to use of such Permitted Subcontractors, including providing SUNESIS with
sufficient information to
Master Services Agreement
AMRI / Sunesis
- 10 -
enable proper evaluation of such subcontractor; (ii) such subcontract shall not
relieve AMRI of any of its obligations under this Agreement; (iii) AMRI shall
enter into a written agreement with such Permitted Subcontractors on terms and
conditions substantially similar to the confidentiality and intellectual
property provisions of this Agreement; and (iv) each Work Order, when
applicable, shall specify the name of such Permitted Subcontractors.
10. Warranty.
a. AMRI WARRANTS THAT (i) ALL PRODUCTS MANUFACTURED BY IT PURSUANT TO THIS
AGREEMENT SHALL COMPLY WITH THE SPECIFICATIONS AND cGMP IF SO SPECIFIED IN A
WORK ORDER HEREUNDER, AND CONFORM TO THE INFORMATION SHOWN ON THE CERTIFICATE OF
ANALYSIS, AND (ii) ALL SERVICES SHALL BE PERFORMED IN A PROFESSIONAL AND
WORKMANLIKE MANNER IN ACCORDANCE WITH INDUSTRY STANDARDS, BUT MAKES NO OTHER
WARRANTY OR REPRESENTATION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING.
BUT NOT LIMITED TO, THE WARRANTIES OR MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
b. EXCEPT FOR THE WARRANTIES PROVIDED IN SECTIONS 10(a) AND 15, NEITHER PARTY
MAKES ANY WARRANTY, EXPRESSED OR IMPLIED BY STATUTE OR IN WRITING, REGARDING THE
SERVICES OR THE PRODUCT, INCLUDING WITHOUT LIMITATION ANY WARRANTY REGARDING
THEIR FITNESS FOR PURPOSE, THEIR QUALITY, THEIR MERCHANTABILITY OR THEIR
NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. ANY OTHER
REPRESENTATIONS OR WARRANTIES MADE BY ANY PERSON OR ENTITY, INCLUDING EMPLOYEES
OR REPRESENTATIVES OF A PARTY HERETO, THAT ARE INCONSISTENT HEREWITH, SHALL BE
DISREGARDED AND SHALL NOT BE BINDING ON SUCH PARTY.
11. Limitations on Liability.
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES
FOR LOST PROFITS OR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR INDIRECT
DAMAGES ARISING FROM ANY BREACH OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION
ANY BREACH OF A WARRANTY CONTAINED HEREIN OR OF ANY OBLIGATION TO PERFORM
SERVICES OR TO PROVIDE COMPOUNDS BY A SPECIFIED TIME.
12. Indemnification and Liability.
a. By SUNESIS. SUNESIS shall indemnify and hold AMRI, its Affiliates and their
directors, officers, employees and agents ("AMRI Indemnitee") harmless from and
against any and all third-party claims, damages, liabilities, losses, costs and
Master Services