Master Alliance Provisions Guide (MAPGuide)

Pfizer – MPP, TB Therapeutic (Sutezolid) Non-Exclusive License Agreement

  • Liability | Representations & Warranties

6. REPRSENTATIONS, WARRANTIES AND COVENANTS

6.1. MPP and Pfizer 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, 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.

6.2. Compliance with Laws. Each of Pfizer and MPP covenants and agrees that it shall perform all activities under this Agreement in accordance with all applicable laws and regulations.

6.3. No Other Warranties. EXCEPT AS EXPRESSLY STATED IN Sections 6.1 and 6.2, NEITHER PARTY 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 OR ITS 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.

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6.5. No other Promises or Warranties. Other than the obligations specifically stated in this Agreement, Pfizer makes no promises, express or implied, regarding the Licensed IP. MPP agrees that no representation or statement by any Pfizer employee shall be deemed to be a statement or representation by Pfizer, and that MPP was not induced to enter this Agreement based upon any statement or representation of Pfizer, or any employee of Pfizer. Pfizer is not responsible for any publications, experiments or results reported by any Pfizer employee, now or in the future, and it is the sole responsibility of MPP to evaluate the Patent Right and the accuracy of any data or results.