Provision Language
13. WARRANTIES AND LIABILITY
13.1. The University warrants that as of the Effective Date the University has full ability to enter into this Agreement and the right to license the Licensed Technology and that, so far as it is aware having made enquiries for due diligence, there are no Encumbrances over the Licensed Technology that is inconsistent with this Agreement.
13.2. To the fullest extent permissible by law and notwithstanding Clause 13.1, the University does not make any warranties of any kind including, without limitation, warranties with respect to:
13.2.1. The quality of the Licensed Technology;
13.2.2. The suitability of the Licensed Technology for any particular use;
13.2.3. Whether the use of the Licensed Technology or ARV-SDN or any rights granted under this Agreement for the manufacture, sale or use of the Licensed Products will infringe any third-party rights; or
13.2.4. That any of the Licensed Patents is or will be valid or subsisting or (in the case of an application) will proceed to grant.
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Schedule 4 – Development Agreement Term Sheet
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7. Warranty & Indemnity: The Development Partner will acknowledge and agree that the Licensed Technology is licensed to Licensee “as is”. University and MPP make no representation or warranty of non-infringement or any representation or warranty that the Licensed Technology is suitable for any purpose for which it may be used by the Development Partner. The Development Agreement will include indemnification and limitation of liability provisions consistent with Clause 13 of the MPP-University Agreement.
Schedule 5 Commercialisation Agreement Term Sheet
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8. Warranty & Indemnity: The Commercialisation Partner will acknowledge and agree that the Licensed Technology is licensed to Commercialisation Partner “as is”. University and MPP make no representation or warranty of non-infringement or any representation or warranty that the Licensed Technology is suitable for any purpose for which it may be used by the Licensee. The Commercialisation Agreement will include indemnification and limitation of liability provisions consistent with Clause 13 of the MPP-University Agreement.