Provision Language
4. Representations, Warranties and Covenants
4.1 MPP and Licensee each represent and warrant that, subject to the Negation of Warranties and Disclaimers contained herein:
(a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof;
(b) this Agreement has been duly executed and delivered on behalf of such party, and constitutes a legal, valid, binding obligation, enforceable against it in accordance with the terms hereof; and
(c) the execution, delivery and performance of this Agreement by such party does not conflict with any agreement, license, instrument or understanding, oral or written, to which it is a party or by which it is bound, nor violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over such party.
4.2 Each of MPP and Licensee covenants and agrees that it shall perform all activities under this Agreement in accordance with all applicable laws and regulations. MPP represents and warrants that it has all authorizations, licenses, and rights necessary to grant the rights and licenses granted under this Agreement and disclose the Know-How and, to its knowledge, there are no existing or threatened claims related to the ownership, enforceability, or validity of the Licensed IP.
4.3 Negation of Warranties. EXCEPT AS EXPRESSLY STATED IN Sections 4.1 and 4.2, NEITHER MPP, PFIZER NOR LICENSEE MAKES ANY REPRESENTATIONS OR EXTENDS ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON-INFRINGEMENT, VALIDITY, ENFORCEABILITY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ANY INFORMATION PROVIDED BY PFIZER, MPP OR THEIR AFFILIATES IS MADE AVAILABLE ON AN “AS IS” BASIS WITHOUT WARRANTY WITH RESPECT TO COMPLETENESS, COMPLIANCE WITH REGULATORY STANDARDS OR REGULATIONS OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER KIND OF WARRANTY WHETHER EXPRESS OR IMPLIED.
4.5. No other Promises or Warranties. Other than the obligations specifically stated in this Agreement, MPP, Pfizer and Licensee make no promises, warranties or representations, express or implied, regarding the Licensed IP or any Licensed Product. Licensee agrees that no representation or statement by any MPP or Pfizer employee shall be deemed to be a statement or representation by MPP or Pfizer and that Licensee was not induced to enter this Agreement based upon any statement or representation of MPP or Pfizer, or any employee of MPP or Pfizer. MPP and Pfizer are not responsible for any publications, experiments or results reported by any MPP or Pfizer employee, now or in the future, and it is the sole responsibility of Licensee to evaluate the Licensed IP and the accuracy of any data or results.