PARTY, ANY JUDGMENT OF ANY COURT OR GOVERNMENTAL
BODY APPLICABLE TO THE PARTY OR ITS PROPERTIES, OR, TO THE PARTY'S KNOWLEDGE,
ANY STATUTE, DECREE, ORDER, RULE OR REGULATION OF ANY COURT OR GOVERNMENTAL
AGENCY OR BODY APPLICABLE TO THE PARTY OR ITS PROPERTIES, OR REQUIRE ANY CONSENT
OR APPROVAL OF ANY GOVERNMENTAL AUTHORITY OR OTHER PERSON;
10.1.4.
EACH PARTY WILL, TO THE BEST OF ITS KNOWLEDGE WITHOUT UNDERTAKING A
SPECIAL INVESTIGATION, DISCLOSE TO THE OTHER PARTY ANY MATERIAL ADVERSE
PROCEEDINGS, CLAIMS OR ACTIONS THAT ARISE THAT WOULD MATERIALLY INTERFERE WITH
THAT PARTY'S PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT.; AND
10.1.5.
IT SHALL COMPLY WITH ANY APPLICABLE LAWS AND REGULATIONS RELATED TO
THE SUBJECT MATTER OF THIS AGREEMENT AND ITS PERFORMANCE HEREUNDER.
10.2.
IDI REPRESENTATIONS AND WARRANTIES.
IDI REPRESENTS AND WARRANTS
THAT IT HAS TO THE BEST OF ITS KNOWLEDGE ALL RIGHTS, INCLUDING ANY LICENSES FROM
ANY THIRD PARTIES THAT ARE NECESSARY, TO GRANT THE LICENSES IDI GRANTS TO
CEPHEID IN SECTION 2.1 OF THIS AGREEMENT..
NOTHWITHSTANDING THE PRECEDING
SENTENCE, CEPHEID ACKNOWLEDGES THAT IT IS NOT RECEIVING ANY RIGHTS UNDER THIS
AGREEMENT IN REGARD TO PATENTS OWNED [***].
10.3.
DISCLAIMERS.
EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY SET FORTH IN
THIS AGREEMENT, NOTHING CONTAINED IN THIS AGREEMENT WILL BE CONSTRUED AS:
10.3.1.
A WARRANTY OR REPRESENTATION BY EITHER PARTY AS TO THE VALIDITY,
ENFORCEABILITY, OR SCOPE OF ANY PATENT;
The symbol [***] is used to indicate that a portion of the exhibit has been
omitted and filed seperately with the commission.
Confidential treatment has
been requested with respect to the omitted portion.
9
10.3.2.
A WARRANTY OR REPRESENTATION THAT ANY MANUFACTURE, SALE, OFFER FOR
SALE, LEASE, IMPORT, USE OR OTHER DISPOSITION OF ANY PRODUCTS HEREUNDER WILL BE
FREE FROM INFRINGEMENT OF PATENT, COPYRIGHT OR OTHER INTELLECTUAL PROPERTY
RIGHTS OF THIRD PARTIES;
10.3.3.
A WARRANTY OR REPRESENTATION BY EITHER PARTY WITH RESPECT TO THEIR
ENFORCEMENT OF ANY PATENT INCLUDING WITHOUT LIMITATION THE PROSECUTION, DEFENSE
OR CONDUCT OF ANY ACTION OR SUIT CONCERNING INFRINGEMENT OF ANY SUCH PATENT;
10.3.4.
A WARRANTY OR REPRESENTATION BY EITHER PARTY WITH RESPECT TO ANY
PATENTS NOT LICENSED HEREUNDER BY A PARTY TO THE OTHER PARTY
10.3.5.
CONFERRING ANY RIGHT TO USE IN ADVERTISING, PUBLICITY, OR OTHERWISE,
ANY TRADEMARK, TRADE NAME OR NAMES, OR ANY CONTRACTION, ABBREVIATION OR
SIMULATION THEREOF, OF EITHER PARTY;
10.3.6.
AN OBLIGATION UPON EITHER PARTY TO MAKE ANY DETERMINATION AS TO THE
APPLICABILITY OF ANY OF ITS PATENTS TO ANY PRODUCT OR SERVICE;
10.3.7.
A WARRANTY OR REPRESENTATION BY EITHER PARTY WITH RESPECT TO THE
MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, OF ANY PRODUCTS HEREUNDER.
11.
INDEMNIFICATION; LIMITATION OF LIABILITY
11.1.
GENERAL STATEMENT REGARDING INDEMNITY.
FOR PURPOSES OF
CLARIFICATION, IT IS NOTED THAT THE PARTIES INTEND THAT SECTIONS 11.2 AND 11.3
OF THIS AGREEMENT SET FORTH THE PARTIES' INDEMNIFICATION AGREEMENTS OTHER THAN
THOSE RELATING TO INTELLECTUAL PROPERTY, THAT SECTIONS 11.4 AND 11.5 SET FORTH
THE PARTIES INDEMNIFICATION AGREEMENTS RELATING TO INTELLECTUAL PROPERTY, AND
THAT THE INDEMNIFICATIONS SET FORTH BELOW ARE INTENDED TO