7. Warranties and Representations
7.1 Warranties. As of the Effective Date, each Party warrants to the other Party that it has the full power and authority to enter into and assume all of its obligations under this Agreement. As of the Effective Date, Dynavax warrants to CEPI that the following statements (“Warranties”) are true and correct:
(a) it has not received any written communication from any third party claiming or alleging that the manufacture, use or sale of the Dynavax Adjuvant infringes, misappropriates or violates the intellectual property, privacy or publicity rights of any third party, and it is not aware of any issued patent of any third party that would be infringed by the manufacture, use or sale of the Dynavax Adjuvant; provided, however, that Dynavax makes no warranty or representation whatsoever, and hereby disclaims all warranties and representations, that the manufacture, use or sale of any CEPI Partner Vaccine will not infringe, misappropriate or violate the intellectual property, privacy or publicity rights of any third party; and
(b) none of Dynavax, nor any officer or employee of Dynavax, has been debarred or is subject to debarment by any regulatory authority. Dynavax shall obtain similar written assurances from the Dynavax CMO that neither the Dynavax CMO, nor any officer or employee of the Dynavax CMO, has been debarred or is subject to debarment by any regulatory authority.
7.2 Representations. Dynavax represents that it will comply with the following statements (“Representations”):
(a) Dynavax will ensure that its staff exercise reasonable skill and care and at least the level of care, diligence and skill of their profession that other professionals in the same discipline would in the same or similar circumstances in relation to the Project;
(b) Dynavax will ensure that all activities performed by or on behalf of Dynavax under this Agreement have been performed in accordance with all Applicable Laws, including the CEPI Third Party Code where applicable, GMP and the Quality Agreement; and
(c) Dynavax will ensure that no funding received from CEPI pursuant to this Agreement or any Supply Agreement (if applicable) will be directly used to benefit individuals or entities associated with terrorism.
7.3 Continuing Obligation. Dynavax acknowledges a continuing obligation to promptly disclose to CEPI if Dynavax is not in compliance with the foregoing Representations and Warranties or if the Dynavax CMO cannot give similar assurances.
7.4 Disclaimers. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT,ARE MADE OR GIVEN BY OR ON BEHALF EITHER PARTY, AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER ARISING BY OPERATION OF LAW OR OTHERWISE, ARE HEREBY EXPRESSLY EXCLUDED.