Common use of Limitation of Liability Clause in Contracts

Limitation of Liability. OTHER THAN WITH RESPECT TO THE OBLIGATIONS OF EACH PARTY UNDER SECTION 10.1, IN NO EVENT SHALL EITHER PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) BE LIABLE TO THE OTHER PARTY FOR, NOR SHALL ANY PARTY HAVE THE RIGHT TO RECOVER, ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR DAMAGES FOR LOST OPPORTUNITIES), WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF (x) THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT TO THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION SHALL NOT APPLY TO DAMAGES PAID OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDER.

Limitation of Liability. OTHER THAN BOTH PARTIES HEREBY AGREE THAT TO THE FULLEST EXTENT PERMITTED BY LAW, AND EXCEPT FOR BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER ARTICLE 16 AND EXCEPT AS OTHERWISE PROVIDED IN SECTIONS 15.1 AND 15.2 WITH RESPECT TO THE OBLIGATIONS OF THIRD PARTY CLAIMS, EACH PARTY UNDER SECTION 10.1, IN NO EVENT SHALL EITHER PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) BE LIABLE PARTY’S LIABILITY TO THE OTHER PARTY FOROTHER, NOR SHALL FOR ANY PARTY HAVE THE RIGHT TO RECOVERAND ALL INJURIES, ANY SPECIALCLAIMS, INDIRECTLOSSES, INCIDENTALEXPENSES, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR DAMAGES FOR LOST OPPORTUNITIES)DAMAGES, WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISEWHATSOEVER, ARISING OUT OF (x) THE MANUFACTURE OR USE OF IN ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF OR FAILURE WAY RELATED TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT FROM ANY CAUSE OR ANY REPRESENTATIONCAUSES, WARRANTY INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, ERRORS, OMISSIONS OR COVENANT CONTAINED IN OR MADE PURSUANT TO THIS AGREEMENTSTRICT LIABILITY, EXCEPT THAT SUCH LIMITATION SHALL NOT APPLY TO DAMAGES EXCEED THE TOTAL CHARGES PAID OR PAYABLE BY PROTEON TO A THIRD LONZA UNDER THIS AGREEMENT. TO THE EXTENT THAT THIS CLAUSE CONFLICTS WITH ANY OTHER CLAUSE, THIS CLAUSE SHALL TAKE PRECEDENCE OVER SUCH CONFLICTING CLAUSE. IF APPLICABLE LAW PREVENTS ENFORCEMENT OF THIS CLAUSE, THEN THIS CLAUSE SHALL BE DEEMED MODIFIED TO PROVIDE THE MAXIMUM PROTECTION FOR EACH PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY AS IS ENTITLED TO INDEMNIFICATION HEREUNDERALLOWABLE UNDER APPLICABLE LAW.

Limitation of Liability. OTHER THAN WITH RESPECT TO THE OBLIGATIONS OF EACH PARTY UNDER SECTION 10.1, IN NO EVENT CIRCUMSTANCES SHALL EITHER PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) BE LIABLE TO THE OTHER OR ANY THIRD PARTY FORFOR ANY INCIDENTAL, NOR SHALL ANY PARTY HAVE THE RIGHT TO RECOVER, ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE PRODUCT OR OTHERWISE, INCLUDING LOST PROFITS OR WITHOUT LIMITATION, DAMAGES FOR LOST OPPORTUNITIES)LOSS OF DATA, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR FOR ANY CLAIM OR DEMAND AGAINST EITHER PARTY BY ANY OTHER PARTY, OR OTHER PECUNIARY LOSS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISEANY OTHER THEORY OF LIABILITY, ARISING OUT OF (x) EXCEED THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF FEES PAID BY LICENSEE UNDER THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT DURING THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION SHALL NOT APPLY TO DAMAGES PAID OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERLIABILITY.

Limitation of Liability. OTHER THAN EXCEPT (I) IN CONNECTION WITH RESPECT TO THE ANY BREACH OF SECTION 5, (II) FOR AMOUNTS PAYABLE IN CONNECTION WITH A PARTY’S INDEMNITY OBLIGATIONS OF EACH PARTY UNDER SECTION 10.19, OR (III) IN NO EVENT SHALL CONNECTION WITH A PARTY’S ACT OF GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR VIOLATION OF LAW IN THE PERFORMANCE OR NONPERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, IF EITHER PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) SHALL BE LIABLE TO THE OTHER PARTY FOR, NOR SHALL FOR ANY PARTY HAVE THE RIGHT MATTER RELATING TO RECOVER, ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR DAMAGES FOR LOST OPPORTUNITIES)ARISING FROM THIS AGREEMENT, WHETHER BASED UPON AN ACTION OR CLAIM IN CONTRACT, WARRANTYEQUITY, NEGLIGENCE, TORTINTENDED CONDUCT OR OTHERWISE (INCLUDING ANY ACTION OR CLAIM ARISING FROM THE ACTS OR OMISSIONS, STRICT LIABILITY NEGLIGENT OR OTHERWISE, ARISING OUT OF (x) THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS LIABLE PARTY), THE AGGREGATE AMOUNT OF THIS AGREEMENT DAMAGES RECOVERABLE AGAINST THE LIABLE PARTY WITH RESPECT TO ANY AND ALL BREACHES, PERFORMANCE, NONPERFORMANCE, ACTS OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT TO THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION SHALL OMISSIONS HEREUNDER WILL NOT APPLY TO DAMAGES PAID OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDEREXCEED [REDACTED].

Limitation of Liability. OTHER THAN WITH RESPECT EXCEPT (A) FOR A BREACH OF ARTICLE 7 OR ARTICLE 9 OR (B) FOR CLAIMS OF A THIRD PARTY THAT ARE SUBJECT TO INDEMNIFICATION UNDER THIS ARTICLE 11 OR (C) FOR DAMAGES DUE TO THE OBLIGATIONS WILLFUL MISCONDUCT OF EACH PARTY UNDER SECTION 10.1THE LIABLE PARTY, IN NO EVENT SHALL EITHER PARTY (OR NEITHER EPIZYME NOR CELGENE, NOR ANY OF ITS THEIR RESPECTIVE AFFILIATES OR SUBCONTRACTORS) SUBLICENSEES, WILL BE LIABLE TO THE OTHER PARTY FORTO THIS AGREEMENT, NOR SHALL ITS AFFILIATES OR ANY PARTY HAVE THE RIGHT TO RECOVER, OF THEIR SUBLICENSEES FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR DAMAGES FOR ROYALTIES, LOST OPPORTUNITIES)DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER LIABILITY IS ASSERTED IN CONTRACT, WARRANTYTORT (INCLUDING NEGLIGENCE AND STRICT PRODUCT LIABILITY), NEGLIGENCEINDEMNITY OR CONTRIBUTION, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT AND IRRESPECTIVE OF (x) THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT WHETHER THAT PARTY OR ANY REPRESENTATIONREPRESENTATIVE OF THAT PARTY HAS BEEN ADVISED OF, WARRANTY OR COVENANT CONTAINED IN OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF, ANY SUCH LOSS OR MADE PURSUANT TO THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION SHALL NOT APPLY TO DAMAGES PAID OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERDAMAGE.

Limitation of Liability. OTHER THAN WITH RESPECT TO THE OBLIGATIONS OF EACH PARTY UNDER SECTION 10.1, IN NO EVENT SHALL EITHER PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) BE LIABLE TO THE OTHER PARTY FORUNDER THIS AGREEMENT FOR ANY LOSS OF PROFITS, NOR SHALL LOSS OF BUSINESS OR INTERRUPTION OF BUSINESS, OR FOR ANY PARTY HAVE THE RIGHT TO RECOVEROTHER INDIRECT, ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR DAMAGES FOR LOST OPPORTUNITIES), WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF (x) THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER KIND, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR (y) ANY BREACH DAMAGES, PROVIDED THAT THIS LIMITATION SHALL NOT LIMIT THE INDEMNIFICATION OBLIGATION OF OR FAILURE TO PERFORM ANY OF SUCH PARTY UNDER THE PROVISIONS OF ARTICLE 8FOR SUCH DAMAGES CLAIMED BY A THIRD PARTY. IN NO CASE SHALL EITHER PARTY BE LIABLE FOR ANY REPRESENTATION OR WARRANTY MADE BY THE OTHER PARTY TO ANY THIRD PARTY. THE FOREGOING LIMITATION OF LIABILITY IN THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT TO THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION SECTION 8.4 SHALL NOT APPLY TO DAMAGES PAID THE EXTENT OF A PARTY’S GROSS NEGLIGENCE, RECKLESSNESS OR PAYABLE TO INTENTIONAL ACTS OR OMISSIONS OR A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERPARTY’S BREACH OF CONFIDENTIALITY OBLIGATIONS SET FORTH IN ARTICLE 6.

Limitation of Liability. OTHER THAN WITH RESPECT EXCEPT (A) FOR A BREACH OF Article 7 (CONFIDENTIALITY) OR (B) TO THE OBLIGATIONS OF EACH EXTENT ANY SUCH DAMAGES ARE REQUIRED TO BE PAID TO A THIRD PARTY FOR CLAIMS THAT ARE SUBJECT TO INDEMNIFICATION UNDER SECTION 10.1THIS Article 9 (INDEMNIFICATION), IN NO EVENT SHALL EITHER PARTY (OR NEITHER ARSCIENCE BIO NOR COYA, NOR ANY OF ITS AFFILIATES THEIR RESPECTIVE AFFILIATES, LICENSORS, LICENSEES OR SUBCONTRACTORS) SUBLICENSEES, SHALL BE LIABLE TO THE OTHER PARTY FORPARTY, NOR SHALL ITS AFFILIATES OR SUBLICENSEES FOR ANY PARTY HAVE THE RIGHT TO RECOVER, ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR DAMAGES FOR ROYALTIES, LOST OPPORTUNITIES)DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER LIABILITY IS ASSERTED IN CONTRACT, WARRANTYTORT (INCLUDING NEGLIGENCE AND STRICT PRODUCT LIABILITY), NEGLIGENCEINDEMNITY OR CONTRIBUTION, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT AND IRRESPECTIVE OF (x) THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT WHETHER THAT PARTY OR ANY REPRESENTATIONREPRESENTATIVE OF THAT PARTY HAS BEEN ADVISED OF, WARRANTY OR COVENANT CONTAINED IN OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF, ANY SUCH LOSS OR MADE PURSUANT TO THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION SHALL NOT APPLY TO DAMAGES PAID OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERDAMAGE.

Limitation of Liability. OTHER THAN WITH RESPECT TO THE OBLIGATIONS OF EACH PARTY UNDER SECTION 10.1, IN NO EVENT SHALL EITHER PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) BE LIABLE TO THE OTHER PARTY FOROTHER, NOR SHALL QUALCOMM BE LIABLE TO BUYER'S DISTRIBUTORS OR CUSTOMERS, FOR ANY PARTY HAVE THE RIGHT TO RECOVER, ANY SPECIALINCIDENTAL, INDIRECT, INCIDENTALCONSEQUENTIAL OR SPECIAL DAMAGES, PUNITIVE INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOST SAVINGS, OR CONSEQUENTIAL DAMAGES OTHER INCIDENTAL DAMAGES, ARISING OUT OF THE SUPPLY AGREEMENT INCLUDING BUT NOT LIMITED TO, THE USE OR INABILITY TO USE, OR THE DELIVERY OR FAILURE TO DELIVER, ANY PRODUCT(S) OR ANY SOFTWARE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF WHETHER A PARTY'S REMEDIES HEREUNDER ARE DETERMINED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. FURTHER, THE ENTIRE LIABILITY OF EITHER PARTY, AND THE SOLE AND EXCLUSIVE REMEDY OF ANY PARTY, FOR ANY CLAIM OR CAUSE OF ACTION ARISING HEREUNDER (INCLUDING LOST PROFITS OR DAMAGES FOR LOST OPPORTUNITIES), WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF (x) THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT TO THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION SHALL NOT APPLY TO DAMAGES PAID EXCEED THE PURCHASE PRICE FOR THE PRODUCT WHICH IS THE SUBJECT OF SUCH CLAIM OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERCAUSE OF ACTION.

Limitation of Liability. OTHER THAN EXCEPT WITH RESPECT TO EACH PARTY'S INDEMNIFICATION OBLIGATIONS HEREUNDER, TO THE OBLIGATIONS OF EACH PARTY UNDER SECTION 10.1MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT NEITHER PARTY, NOR THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AFFILIATES, AGENGS OR SUPPLIERS, SHALL EITHER PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) BE LIABLE TO THE OTHER PARTY FORFOR ANY CONSEQUENTIAL, NOR SHALL ANY PARTY HAVE THE RIGHT TO RECOVER, ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING INDIRECT DAMAGES, OR LOST OR IMPUTED PROFITS OR DAMAGES FOR ROYALTIES, LOST OPPORTUNITIES)DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY FOR BREACH OF WARRANTY OR ANY OBLIGATION ARISING THEREFROM OR OTHERWISE, ARISING OUT HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (x) INCLUDING NEGLIGENCE OR STRICT LIABILITY), AND IRRESPECTIVE OF WHETHER THE MANUFACTURE PARTY HAS ADVISED OR USE BEEN ADVISED OF THE POSSIBLITY OF ANY PRODUCT SUPPLIED SUCH LOSS OR DAMAGE. BOTH PARTIES ACKNOWLEDGE AND AGREE THAT THE AMOUNTS PAYABLE HEREUNDER OR (y) ARE BASED IN PART UPON THESE LIMITATIONS, AND FURTHER AGREE THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY BREACH FAILURE OF OR FAILURE TO PERFORM ESSENTIAL PURPOSE OF ANY OF THE PROVISIONS OF THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT TO THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION SHALL NOT APPLY TO DAMAGES PAID OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERLIMITED REMEDY.

Limitation of Liability. OTHER THAN WITH RESPECT TO THE OBLIGATIONS OF EACH PARTY UNDER SECTION 10.1NEITHER PARTY, IN NO EVENT NOR THEIR RESPECTIVE SUBSIDIARIES, PARENTS OR AFFILIATES SHALL EITHER PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) BE LIABLE TO THE OTHER PARTY FORTO THIS AGREEMENT OR ITS SUBSIDIARIES, NOR SHALL ANY PARTY HAVE THE RIGHT TO RECOVER, ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE PARENT OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR DAMAGES FOR LOST OPPORTUNITIES)AFFILIATES, WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY EQUITY OR OTHERWISE, ARISING OUT OF FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS (x) THE MANUFACTURE EVEN IF SUCH DAMAGES ARE FORESEEABLE, AND WHETHER OR USE OF NOT ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY PARTY HAS BEEN ADVISED OF THE PROVISIONS POSSIBILITY OF THIS AGREEMENT SUCH DAMAGES), ARISING FROM OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT RELATING TO THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION INCLUDING, WITHOUT LIMITATION, THE WRONGFUL DEATH OR INJURY OF ANY PERSON. NOTWITHSTANDING THE FOREGOING, THE LIMITATIONS CONTAINED IN THIS SECTION 9.1 SHALL NOT APPLY TO DAMAGES PAID OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY ANY CLAIM THAT (A) IS ENTITLED SUBJECT TO INDEMNIFICATION HEREUNDERUNDER SECTION 14.1, (B) ARISES OUT OF A BREACH OF CONFIDENTIALITY UNDER ARTICLE XI OR A BREACH OF INFORMATION SECURITY UNDER ARTICLE XII, OR (C) WITH RESPECT TO ANY PARTY, ARISES OUT OF SUCH PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD.

Limitation of Liability. OTHER THAN WITH RESPECT TO THE EXCEPT FOR LIABILITY FOR A BREACH OF [***] OR A BREACH OF [***] OR [***] AND EACH PARTY’S INDEMNITY OBLIGATIONS OF EACH FOR CLAIMS ASSERTED BY THIRD PARTIES, NEITHER PARTY UNDER SECTION 10.1, IN NO EVENT SHALL EITHER PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) BE LIABLE TO THE OTHER PARTY FOROR ITS AFFILIATES FOR ANY INCIDENTAL, NOR SHALL ANY PARTY HAVE THE RIGHT TO RECOVER, ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING ANY CLAIMS FOR DAMAGES (INCLUDING BASED UPON LOST PROFITS OR DAMAGES FOR LOST OPPORTUNITIES), WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF (x) THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT RELATING TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT THAT SUCH LIMITATION SHALL NOT APPLY FOR LIABILITY FOR A BREACH OF [***] OR A BREACH OF [***] OR [***] AND EACH PARTY’S INDEMNITY OBLIGATIONS FOR CLAIMS ASSERTED BY THIRD PARTIES, EACH PARTY’S AGGREGATE LIABILITY TO DAMAGES PAID OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED THE OTHER PARTY FOR WHICH ANY CLAIM RELATED TO, OR IN CONNECTION WITH, THIS AGREEMENT, OR THE INDEMNIFIED PARTY IS ENTITLED PRODUCT (WHETHER TN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, BY STATUTE OR OTHERWISE) SHALL BE LIMITED TO INDEMNIFICATION HEREUNDERAN AMOUNT EQUAL TO THE TOTAL PAYMENTS BY SCPHARMA TO SENSILE UNDER THIS AGREEMENT. In no event shall a party’s liability to the other party for direct or indirect damages exceed $[***] for a single event or aggregate related events (aggregate event limit).

Limitation of Liability. OTHER THAN EXCEPT WITH RESPECT TO THE OBLIGATIONS CLAIMS ARISING OUT OF, RESULTING FROM, OR DUE TO (A) A PARTY’S FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE (ALL SUBJECT TO MALLINCKRODT’S CAP ON RECALL EXPENSES SET FORTH IN SECTION 5.4), OR (B) A PARTY’S BREACH OF EACH PARTY UNDER SECTION 10.16 (CONFIDENTIALITY), IN NO EVENT SHALL EITHER PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) BE LIABLE TO THE OTHER PARTY FORFOR SPECIAL, NOR SHALL ANY PARTY HAVE THE RIGHT TO RECOVER, ANY SPECIALPUNITIVE, INDIRECT, INCIDENTAL, PUNITIVE EXEMPLARY OR CONSEQUENTIAL DAMAGES LOSS OR DAMAGE (INCLUDING FOR LOST PROFITS OR DAMAGES FOR LOST OPPORTUNITIESBUSINESS INTERRUPTION), WHETHER IN BASED ON A CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISEANY OTHER LEGAL THEORY, ARISING OUT OF (x) THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT OTHERWISE RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT, EXCEPT THAT WHETHER OR NOT SUCH LIMITATION SHALL LOSS OR DAMAGE IS REASONABLY FORESEEABLE UNDER THE CIRCUMSTANCES AND WHETHER OR NOT APPLY TO DAMAGES PAID A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERLOSS.

Limitation of Liability. OTHER THAN WITH RESPECT Except with respect to Section 19, each party's liability for any and all claims arising in connection with this Agreement shall not exceed the sum total of all payments made by each respective party hereunder. TO THE OBLIGATIONS OF EACH PARTY UNDER SECTION 10.1MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT NEITHER PARTY, NOR THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AFFILIATES, AGENTS OR SUPPLIERS, SHALL EITHER PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) BE LIABLE TO THE OTHER PARTY FORFOR ANY CONSEQUENTIAL, NOR SHALL ANY PARTY HAVE THE RIGHT TO RECOVER, ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING INDIRECT DAMAGES, OR LOST OR IMPUTED PROFITS OR DAMAGES FOR ROYALTIES, LOST OPPORTUNITIES)DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY FOR BREACH OF WARRANTY OR ANY OBLIGATION ARISING THEREFROM OR OTHERWISE, ARISING OUT HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (x) INCLUDING NEGLIGENCE OR STRICT LIABILITY), AND IRRESPECTIVE OF WHETHER THE MANUFACTURE PARTY HAS ADVISED OR USE BEEN ADVISED OF THE POSSIBILITY OF ANY PRODUCT SUPPLIED SUCH LOSS OR DAMAGE. BOTH PARTIES ACKNOWLEDGE AND AGREE THAT THE AMOUNTS PAYABLE HEREUNDER OR (y) ARE BASED IN PART UPON THESE LIMITATIONS, AND FURTHER AGREE THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY BREACH FAILURE OF OR FAILURE TO PERFORM ESSENTIAL PURPOSE OF ANY OF THE PROVISIONS OF THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT TO THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION SHALL NOT APPLY TO DAMAGES PAID OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERLIMITED REMEDY.

Limitation of Liability. OTHER THAN EXCEPT A) WITH RESPECT TO LIABILITY RELATING TO THIRD PARTY CLAIMS UNDER SECTIONS 7.1 OR 7.2, B) LIABILITY FOR BREACH OF ARTICLE 9 AND C) CLAIMS FOR MISUSE, MISAPPROPRIATION OR INFRINGEMENT OF INTELLECTUAL PROPERTY, IT IS AGREED BY THE OBLIGATIONS OF EACH PARTIES THAT NEITHER PARTY UNDER SECTION 10.1, IN NO EVENT SHALL EITHER PARTY (OR ANY OF NOR ITS AFFILIATES OR SUBCONTRACTORS) SHALL BE LIABLE TO THE OTHER PARTY FOR, NOR SHALL ANY PARTY HAVE THE RIGHT TO RECOVER, OR ITS AFFILIATES FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE EXEMPLARY OR CONSEQUENTIAL INCIDENTAL DAMAGES (INCLUDING LOST OR ANTICIPATED REVENUES (OTHER THAN REVENUES COMPRISING ROYALTIES OR OTHER PAYMENTS TO BE EARNED AND PAID TO A PARTY BY THE OTHER PARTY UNDER THIS AGREEMENT) OR PROFITS OR DAMAGES FOR LOST OPPORTUNITIESRELATING TO THE SAME), WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF (x) THE MANUFACTURE OR USE OF FROM ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT CLAIM RELATING TO THIS AGREEMENT, EXCEPT THAT WHETHER SUCH LIMITATION SHALL NOT APPLY TO DAMAGES PAID CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) OR PAYABLE TO A THIRD PARTY BY OTHERWISE, EVEN IF AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED AUTHORIZED REPRESENTATIVE OF SUCH PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SAME.

Limitation of Liability. NOTWITHSTANDING ANY OTHER THAN WITH RESPECT PROVISION OF THIS AGREEMENT TO THE OBLIGATIONS OF EACH CONTRARY, NEITHER PARTY UNDER SECTION 10.1, IN NO EVENT SHALL EITHER PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) BE LIABLE TO THE OTHER PARTY FORFOR ANY: (A) SPECULATIVE OR REMOTE DAMAGES, NOR SHALL ANY PARTY HAVE THE RIGHT TO RECOVER, ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR DAMAGES FOR LOST OPPORTUNITIES), WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISEPROFITS, ARISING OUT OF OR IN CONNECTION WITH A BREACH OF THIS AGREEMENT; OR, (x) THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (yB) ANY BREACH DAMAGES ARISING OUT OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF IN CONNECTION WITH THIS AGREEMENT IN EXCESS OF $250,000. THESE LIMITATIONS APPLY REGARDLESS OF WHETHER THE ACTION OR ANY REPRESENTATIONCLAIM IS BASED IN CONTRACT, WARRANTY EQUITY, TORT, OR COVENANT CONTAINED IN OR MADE PURSUANT TO THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION OTHERWISE. THESE LIMITATIONS SHALL NOT APPLY TO: (A) ANY OBLIGATION OF INDEMNIFICATION SET FORTH IN THIS AGREEMENT; (B) ANY CLAIM OR DAMAGE CAUSED BY A PARTY'S GROSS NEGLIGENCE OR WILFUL MISCONDUCT; (C) ANY CLAIM OR DAMAGE TO DAMAGES PAID OR PAYABLE TO A THIRD PARTY THE EXTENT COVERED BY AN INDEMNIFIED PARTY INSURANCE POLICY REQUIRED IN THIS AGREEMENT; OR, (D) ANY CLAIM OR DAMAGE CAUSED BY VENDOR'S BREACH OF ITS OBLIGATIONS OF CONFIDENTIALITY SET FORTH IN THIS AGREEMENT. NOTHING IN THIS SECTION OR IN THIS AGREEMENT SHALL BE CONSTRUED AS A WAIVER OF THE LIMIT ON CITIZENS' LIABILITY FOR WHICH TORT CLAIMS UNDER SECTION 768.28, FLORIDA STATUTES. THIS SECTION SHALL SURVIVE THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERTERMINATION OF THIS AGREEMENT.

Limitation of Liability. OTHER THAN EXCEPT WITH RESPECT REGARD TO (I) DAMAGES ARISING FROM THE GROSS NEGLIGENCE, WILLFUL BREACH OR WILLFUL MISCONDUCT OF A PARTY, (II) ANY DUTY TO INDEMNIFY FOR DAMAGES PURSUANT TO A THIRD PARTY CLAIM UNDER ARTICLE 13 (“INDEMNIFICATION”) AND (III) DAMAGES FOR ANY PARTY’S INFRINGEMENT OR MISAPPROPRIATION OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS OR FOR ANY PARTY’S BREACH OF THEIR CONFIDENTIALITY OBLIGATIONS HEREUNDER, TO THE OBLIGATIONS OF EACH PARTY UNDER SECTION 10.1, MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW IN NO EVENT SHALL EITHER PARTY (OR ANY OF ITS THEIR RESPECTIVE AFFILIATES OR SUBCONTRACTORS) BE LIABLE TO THE OTHER PARTY FOR, NOR SHALL ANY PARTY HAVE THE RIGHT TO RECOVER, FOR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, PUNITIVE INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR DAMAGES FOR LOST OPPORTUNITIES)ANY LOSS OF PROFITS, WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY REVENUE OR OTHERWISEINTEREST, ARISING OUT OF (x) THE MANUFACTURE FROM OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT TO CONNECTION WITH THIS AGREEMENT, EXCEPT THAT WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND IRRESPECTIVE OF WHETHER SUCH LIMITATION SHALL NOT APPLY TO DAMAGES PAID PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERDAMAGE.

Limitation of Liability. OTHER THAN WITH RESPECT TO THE OBLIGATIONS OF EACH PARTY UNDER SECTION 10.1, IN NO EVENT SHALL WILL EITHER PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) BE LIABLE FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR EXEMPLARY DAMAGES OR SIMILAR DAMAGES OR LOSSES TO THE OTHER PARTY FORARISING OUT OF OR CONCERNING THIS AGREEMENT, NOR SHALL ANY PARTY HAVE OR THE RIGHT INTERACTIONS OF THE PARTIES HERETO OR THE EXERCISE OF ITS RIGHTS HEREUNDER, INCLUDING BUT NOT LIMITED TO RECOVERLOST PROFITS, ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR DAMAGES FOR LOST OPPORTUNITIES), BUSINESS INTERRUPTION REGARDLESS OF WHETHER IN ARISING FROM BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF (x) EVEN IF THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY PARTY IS ADVISED OF THE PROVISIONS POSSIBILITY OF THIS AGREEMENT SUCH LOSS OR ANY REPRESENTATIONDAMAGE OR IF SUCH LOSS OR DAMAGE COULD HAVE BEEN REASONABLY FORESEEN; PROVIDED, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT TO THIS AGREEMENTHOWEVER, EXCEPT THAT SUCH THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO DAMAGES PAID THE LIABILITIES ARISING FROM: (A) FRAUD OR PAYABLE TO FRAUDULENT MISREPRESENTATION OF A PARTY, OR (B) INTENTIONAL MISCONDUCT OF A PARTY, (C) A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERCLAIM, (D) CRIMINAL ACTS OR (E) A BREACH OF SECTIONS 8.1 THRU 8.6.

Limitation of Liability. OTHER THAN WITH RESPECT EXCEPT FOR A BREACH OF SECTION 3.4, INDEMNIFICATION LIABILITY UNDER SECTION 6, OR A BREACH OF SECTION 7 BELOW, NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE OBLIGATIONS CONTRARY, REGARDLESS OF EACH THE FORM OR CAUSE OF ACTION, WHETHER IN CONTRACT OR TORT, OR THE NUMBER OF CLAIMS: (A) NEITHER PARTY UNDER SECTION 10.1, IN NO EVENT SHALL EITHER PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) WILL BE LIABLE TO THE OTHER PARTY FORPARTY, NOR SHALL FOR ANY PARTY HAVE THE RIGHT TO RECOVER, ANY SPECIALCONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS SPECIAL DAMAGES, ANY LOSS OF REVENUES OR DAMAGES FOR LOST OPPORTUNITIES)PROFITS, WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, ANY COST OF COVER ARISING OUT OF (x) THE MANUFACTURE THIS AGREEMENT, WHETHER OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY NOT SUCH PARTY HAS BEEN ADVISED OF THE PROVISIONS POSSIBILITY OF SUCH DAMAGES; AND (B) EACH PARTY’S LIABILITY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT WILL BE LIMITED TO THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION SHALL NOT APPLY TO DAMAGES THE FEES ACTUALLY PAID OR PAYABLE TO BY CUSTOMER FOR THE SERVICES OR DELIVERABLES THAT ARE THE SUBJECT OF SUCH CLAIM. THE PARTIES AGREE THAT THIS SECTION 5.5 REFLECTS A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH REASONABLE ALLOCATION OF RISK BETWEEN THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION PARTIES IN LIGHT OF THE TERMS OF THIS AGREEMENT. THIS LIMITATION OF LIABILITY WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AVAILABLE HEREUNDER.

Limitation of Liability. NOTWITHSTANDING ANY OTHER THAN WITH RESPECT PROVISION OF THIS AGREEMENT TO THE OBLIGATIONS OF EACH CONTRARY, NEITHER PARTY UNDER SECTION 10.1, IN NO EVENT SHALL EITHER PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) BE LIABLE TO THE OTHER PARTY FORFOR ANY: SPECULATIVE OR REMOTE DAMAGES, NOR SHALL ANY PARTY HAVE THE RIGHT TO RECOVER, ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR DAMAGES FOR LOST OPPORTUNITIES), WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISEPROFITS, ARISING OUT OF OR IN CONNECTION WITH A BREACH OF THIS CONTRACT; OR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS CONTRACT IN EXCESS OF $1,000,000. THESE LIMITATIONS APPLY REGARDLESS OF WHETHER THE ACTION OR CLAIM IS BASED IN CONTRACT, EQUITY, TORT, OR OTHERWISE. THESE LIMITATIONS SHALL NOT APPLY TO: (xA) ANY OBLIGATION OF INDEMNIFICATION SET FORTH IN THIS CONTRACT; (B) ANY CLAIM OR DAMAGE CAUSED BY A PARTY’S GROSS NEGLIGENCE OR WILFUL MISCONDUCT; (C) ANY CLAIM OR DAMAGE TO THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER EXTENT COVERED BY AN INSURANCE POLICY REQUIRED IN THIS CONTRACT OR (yD) ANY CLAIM OR DAMAGE CAUSED BY VENDOR’S BREACH OF ITS OBLIGATIONS OF CONFIDENTIALITY SET FORTH IN THIS CONTRACT. NOTHING IN THIS SECTION OR FAILURE TO PERFORM ANY IN THIS AGREEMENT SHALL BE CONSTRUED AS A WAIVER OF THE LIMIT ON CITIZENS’ LIABILITY FOR TORT CLAIMS UNDER SECTION 768.28, FLORIDA STATUTES. THE PROVISIONS OF THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT TO SECTION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION SHALL NOT APPLY TO DAMAGES PAID OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERCONTRACT.

Limitation of Liability. OTHER THAN WITH RESPECT TO THE OBLIGATIONS OF EACH FULLEST EXTENT PERMITTED BY LAW, ----------------------- NO CLAIM MAY BE MADE BY ANY PARTY UNDER SECTION 10.1, IN NO EVENT SHALL EITHER PARTY (OR TO THIS AGREEMENT AGAINST ANY OF ITS AFFILIATES OR SUBCONTRACTORS) BE LIABLE TO THE OTHER PARTY FOR, NOR SHALL ANY PARTY HAVE THE RIGHT TO RECOVER, ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR DAMAGES FOR LOST OPPORTUNITIES), WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF (x) THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT OR ANY REPRESENTATIONAFFILIATE, WARRANTY DIRECTOR, OFFICER, EMPLOYEE, ATTORNEY OR COVENANT CONTAINED AGENT OF ANY OF THEM FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES IN RESPECT OF ANY CLAIM ARISING FROM OR MADE PURSUANT RELATING TO THIS AGREEMENTAGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY STATEMENT, EXCEPT THAT COURSE OF CONDUCT, ACT, OMISSION, OR EVENT OCCURRING IN CONNECTION HEREWITH OR THEREWITH (WHETHER FOR BREACH OF CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY). EACH PARTY TO THIS AGREEMENT HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX UPON ANY CLAIM FOR ANY SUCH LIMITATION SHALL DAMAGES, WHETHER SUCH CLAIM PRESENTLY EXISTS OR ARISES HEREAFTER AND WHETHER OR NOT APPLY SUCH CLAIM IS KNOWN OR SUSPECTED TO DAMAGES PAID OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDER.EXIST IN ITS FAVOR. * * *

Limitation of Liability. OTHER THAN WITH RESPECT TO THE OBLIGATIONS OF EACH FULLEST EXTENT PERMITTED ----------------------- BY LAW, NO CLAIM MAY BE MADE BY ANY PARTY UNDER SECTION 10.1, IN NO EVENT SHALL EITHER PARTY (OR TO THIS AGREEMENT AGAINST ANY OF ITS AFFILIATES OR SUBCONTRACTORS) BE LIABLE TO THE OTHER PARTY FOR, NOR SHALL ANY PARTY HAVE THE RIGHT TO RECOVER, ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR DAMAGES FOR LOST OPPORTUNITIES), WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF (x) THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT OR ANY REPRESENTATIONAFFILIATE, WARRANTY DIRECTOR, OFFICER, EMPLOYEE, ATTORNEY OR COVENANT CONTAINED AGENT OF ANY OF THEM FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES IN RESPECT OF ANY CLAIM ARISING FROM OR MADE PURSUANT RELATING TO THIS AGREEMENTAGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY STATEMENT, EXCEPT THAT COURSE OF CONDUCT, ACT, OMISSION, OR EVENT OCCURRING IN CONNECTION HEREWITH OR THEREWITH (WHETHER FOR BREACH OF CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY). EACH PARTY TO THIS AGREEMENT HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX UPON ANY CLAIM FOR ANY SUCH LIMITATION SHALL DAMAGES, WHETHER SUCH CLAIM PRESENTLY EXISTS OR ARISES HEREAFTER AND WHETHER OR NOT APPLY SUCH CLAIM IS KNOWN OR SUSPECTED TO DAMAGES PAID OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDER.EXIST IN ITS FAVOR. * * *

Limitation of Liability. OTHER THAN WITH RESPECT TO THE OBLIGATIONS OF EACH EXCEPT FOR CLAIMS BASED ON WILLFUL MISCONDUCT AND AS OTHERWISE SET FORTH HEREIN, NEITHER PARTY UNDER SECTION 10.1, IN NO EVENT SHALL EITHER PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) WILL BE LIABLE TO THE OTHER, OR TO ANY OTHER PARTY FOR, NOR SHALL ANY PARTY HAVE THE RIGHT TO RECOVER, PERSON FOR ANY SPECIAL, INDIRECTCONSEQUENTIAL, INCIDENTALPUNITIVE, PUNITIVE EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS INCIDENTAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF ANTICIPATED REVENUES OR DAMAGES FOR LOST OPPORTUNITIES)PROFITS, ARISING FROM ANY CLAIM RELATING TO THIS AGREEMENT OR THE INTELLECTUAL PROPERTY LICENSED UNDER THIS AGREEMENT, WHETHER IN SUCH CLAIM IS BASED ON CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY STATUTE, OR OTHERWISEOTHER LEGAL THEORY, ARISING OUT EVEN IF A REPRESENTATIVE OF (x) SUCH PARTY HAS BEEN ADVISED OF THE MANUFACTURE POSSIBILITY OR LIKELIHOOD OF SUCH A CLAIM. IN NO CASE SHALL CHAO SEMINARS BE LIABLE TO ATTENDEE FOR THE USE OR APPLICATION BY ATTENDEE OF ANY PRODUCT SUPPLIED HEREUNDER INFORMATION, TECHNOLOGY, DENTAL INSTRUMENTS, SYSTEMS, OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT TO THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION INTELLECTUAL PROPERTY PROVIDED BY CHAO SEMINARS. ATTENDEE SHALL NOT APPLY TO DAMAGES PAID OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY HOLD CHAO SEMINARS HARMLESS AND ASSUME LIABILITY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERATTENDEES ACTIONS.

Limitation of Liability. OTHER THAN WITH RESPECT TO THE OBLIGATIONS EXCEPTION OF EACH PARTY UNDER SECTION 10.1, IN NO EVENT SHALL LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF EITHER PARTY (FOR WHICH NO LIMIT SHALL APPLY), EACH PARTY WAIVES ALL LIABILITY OF THE OTHER PARTY, ITS LICENSORS AND SUPPLIERS FROM NEGLIGENCE, WHETHER CONTRIBUTORY, SOLE OR ANY JOINT. EXCEPT FOR EITHER PARTY’S BREACH OF ITS AFFILIATES THE NON-DISCLOSURE OBLIGATIONS OR SUBCONTRACTORSCUSTOMER’S BREACH OF THE USE RESTRICTIONS PLACED ON THE SYSTEM(S) UNDER THIS AGREEMENT AND THE APPLICABLE WORK ORDERS, NEITHER CUSTOMER, SABRE OR SABRE’S LICENSORS OR SUPPLIERS SHALL BE LIABLE TO THE OTHER PARTY FORFOR ANY LOST PROFITS, NOR SHALL REVENUE OR SAVINGS OR FOR ANY PARTY HAVE THE RIGHT TO RECOVER, ANY SPECIALINCIDENTAL, INDIRECT, INCIDENTALEXEMPLARY, PUNITIVE SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS DAMAGES, UNDER ANY CIRCUMSTANCES, EVEN IF SUCH PARTY HAD BEEN ADVISED OF, KNEW, OR DAMAGES FOR LOST OPPORTUNITIES)SHOULD HAVE KNOWN, OF THE POSSIBILITY THEREOF. UNDER NO CIRCUMSTANCES SHALL SABRE’S AGGREGATE CUMULATIVE LIABILITY HEREUNDER, WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF (x) THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT TO THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION SHALL NOT APPLY TO DAMAGES PAID OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDER*****.

Limitation of Liability. OTHER THAN WITH RESPECT TO THE EXCEPT FOR ANY DAMAGES ARISING OUT OF (I) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (II) INTELLECTUAL PROPERTY INFRINGEMENT, OR (III) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS OF EACH PARTY UNDER SECTION 10.1HEREUNDER, IN NO EVENT SHALL WILL EITHER PARTY’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAYABLE BY LICENSEE UNDER THIS AGREEMENT DURING THE 12-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY (OR WILL HAVE ANY OF ITS AFFILIATES OR SUBCONTRACTORS) BE LIABLE LIABILITY TO THE OTHER PARTY FORFOR ANY LOST PROFITS OR REVENUES OR LOSS OF DATA OR FOR ANY INDIRECT, NOR SHALL ANY PARTY HAVE THE RIGHT TO RECOVER, ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED EXCEPT FOR GROSS NEGLIGENCE OR DAMAGES FOR LOST OPPORTUNITIES)INTENTIONAL MALFEASANCE, WHETHER IN CONTRACT, WARRANTYTORT OR UNDER ANY OTHER THEORY OF LIABILITY, NEGLIGENCE, TORT, STRICT LIABILITY AND WHETHER OR OTHERWISE, ARISING OUT OF (x) NOT THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY PARTY HAS BEEN ADVISED OF THE PROVISIONS POSSIBILITY OF THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT TO THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION SHALL NOT APPLY TO DAMAGES PAID OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERDAMAGES.

Limitation of Liability. OTHER THAN WITH RESPECT TO THE OBLIGATIONS OF EACH PARTY UNDER SECTION 10.1, IN NO EVENT SHALL EITHER PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) BE LIABLE TO THE OTHER PARTY UNDER ANY THEORY FOR, NOR SHALL ANY INDEMNIFIED PARTY HAVE THE RIGHT TO RECOVER, ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES OR ANY PUNITIVE DAMAGES OR CONSEQUENTIAL ANY LOST PROFIT, LOST SALE OR LOST OPPORTUNITY DAMAGES (INCLUDING LOST PROFITS WHETHER SUCH CLAIMED DAMAGES ARE DIRECT OR DAMAGES FOR LOST OPPORTUNITIESINDIRECT), WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY ARISING DIRECTLY OR OTHERWISE, ARISING INDIRECTLY OUT OF (xA) THE MANUFACTURE OR USE OF ANY PRODUCT COMPOUND SUPPLIED HEREUNDER OR (yB) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT TO THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION SHALL NOT APPLY TO DAMAGES PAID OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERHEREUNDER OR WITH RESPECT TO DAMAGES ARISING OUT OF OR RELATED TO A PARTY’S BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT WITH RESPECT TO USE, DISCLOSURE, LICENSE, ASSIGNMENT OR OTHER TRANSFER OF [***].

Limitation of Liability. OTHER THAN WITH RESPECT (a) NOTWITHSTANDING ANYTHING TO THE OBLIGATIONS CONTRARY CONTAINED IN THIS AGREEMENT, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, WITH THE EXCEPTION OF EACH PARTY UNDER SECTION 10.1LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY (WILLFUL MISCONDUCT OR ANY BREACH OF ITS AFFILIATES OBLIGATIONS UNDER ARTICLE Article IV, NEITHER PARTY NOR ITS AFFILIATES, CONTRACTORS, SUPPLIERS OR SUBCONTRACTORS) AGENTS SHALL BE LIABLE TO THE OTHER PARTY FOR, NOR SHALL OR BEAR ANY PARTY HAVE THE RIGHT TO RECOVEROBLIGATION IN RESPECT OF, ANY SPECIALPUNITIVE, INCIDENTAL, INDIRECT, INCIDENTALSPECIAL, PUNITIVE EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING OF ANY KIND OR CHARACTER OR ANY DAMAGES RELATING TO, OR ARISING OUT OF, LOST PROFITS PROFITS, LOST OF DATA, LOSS IN VALUE OR DAMAGES FOR LOST OPPORTUNITIES), WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY LIMITATIONS OR OTHERWISE, RESTRICTIONS ON BUSINESS PRACTICES ARISING OUT OF (x) OR IN CONNECTION WITH THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER HD LICENSED INTELLECTUAL PROPERTY, LIVEWIRE LICENSED INTELLECTUAL PROPERTY OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT JOINTLY-OWNED IMPROVEMENTS, OR ANY REPRESENTATION, WARRANTY OTHER RIGHTS OR COVENANT CONTAINED IN OR MADE PURSUANT TO OBLIGATIONS UNDER THIS AGREEMENT, EXCEPT THAT EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIMITATION SHALL NOT APPLY TO DAMAGES PAID OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERDAMAGES.

Limitation of Liability. 14.1 EXCLUSION OF CONSEQUENTIAL DAMAGES. NOTWITHSTANDING ANY OTHER THAN WITH RESPECT TO THE OBLIGATIONS PROVISION OF EACH THIS AGREEMENT, NEITHER PARTY UNDER SECTION 10.1, IN NO EVENT SHALL EITHER PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) BE LIABLE TO THE OTHER PARTY FOR, NOR SHALL FOR ANY PARTY HAVE THE RIGHT TO RECOVER, ANY SPECIAL, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES LOSS, DAMAGE OR EXPENSE (INCLUDING LOST PROFITS WHICH SHALL INCLUDE ANY LOSS OF PROFIT OR DAMAGES FOR LOST OPPORTUNITIES)REVENUE, ANY LOSS OF GOODWILL, ANY LOSS OF BUSINESS OPPORTUNITY, OF ANY NATURE OR KIND, HOWEVER ARISING, WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY IN TORT OR OTHERWISE, ARISING OUT OF (x) THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF OR FAILURE EVEN IF SUCH PARTY IS DEEMED TO PERFORM ANY BE AWARE OF THE PROVISIONS POSSIBILITY OF SUCH DAMAGES). THE LIMITATIONS SET FORTH IN THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT TO THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION SECTION 14.1 SHALL NOT APPLY TO DAMAGES PAID THE INDEMNITIES SET FORTH IN SECTION 13. FURTHERMORE, TO REMOVE ANY DOUBT, SUPPLIER'S LOST PROFITS OR PAYABLE REVENUES RESULTING FROM A BREACH BY COMMSCOPE OF ITS PURCHASE OBLIGATIONS HEREUNDER SHALL BE CONSIDERED TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERBE PART OF SUPPLIER'S DIRECT DAMAGES.

Limitation of Liability. OTHER THAN WITH RESPECT NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, EXCEPT FOR I) BREACH OF CONFIDENTIALITY OBLIGATIONS HEREUNDER; OR II) BREACH OF EACH PARTY ANY OBLIGATION PURSUANT TO SECTION 6, EXCLUSIVITY, UNDER SECTION 10.1NO CIRCUMSTANCES WILL A PARTY, IN NO EVENT SHALL EITHER PARTY (ITS EMPLOYEES, OFFICERS OR ANY OF ITS AFFILIATES DIRECTORS, AGENTS, SUCCESSORS OR SUBCONTRACTORS) ASSIGNS BE LIABLE TO THE OTHER PARTY FORPARTIES UNDER ANY CONTRACT, NOR SHALL ANY PARTY HAVE THE RIGHT TO RECOVERSTRICT LIABILITY, TORT (INCLUDING NEGLIGENCE) OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING OR COSTS, INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR DAMAGES FOR LOST OPPORTUNITIES), WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISEPROFITS, ARISING OUT OF, OR RELATING IN ANY WAY TO, THE SUBJECT MATTER OF (x) THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT TO THIS AGREEMENT, EXCEPT REGARDLESS OF WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS SECTION DOES NOT LIMIT A PARTY'S LIABILITY FOR BODILY INJURY (INCLUDING DEATH), OR PHYSICAL DAMAGE TO TANGIBLE PROPERTY. EACH PARTY ACKNOWLEDGES THAT SUCH LIMITATION SHALL NOT APPLY TO THIS WAIVER OF CONSEQUENTIAL AND OTHER DAMAGES PAID OR PAYABLE TO A THIRD PARTY BY REFLECTS THE ALLOCATION OF RISKS BETWEEN THEM AND FORMS AN INDEMNIFIED PARTY FOR WHICH ESSENTIAL PART OF THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERBARGAIN BETWEEN THEM.

Limitation of Liability. OTHER THAN WITH RESPECT TO THE OBLIGATIONS OF EACH PARTY UNDER SECTION 10.1, IN NO EVENT SHALL EITHER PARTY (OR ANY OF ITS AFFILIATES SUBSIDIARIES OR SUBCONTRACTORS) AFFILIATED COMPANIES BE LIABLE TO THE OTHER PARTY FOR, NOR SHALL ANY PARTY HAVE THE RIGHT TO RECOVER, OR ITS SUBSIDIARIES OR AFFILIATED COMPANIES FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, INCIDENTALINCIDENTAL OR PUNITIVE DAMAGES OR LOST PROFITS, PUNITIVE OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING LOST PROFITS OR DAMAGES FOR LOST OPPORTUNITIES), WHETHER NEGLIGENCE) ARISING IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, ARISING ANY WAY OUT OF (x) THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT TO THIS AGREEMENT, EXCEPT WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED, HOWEVER, THAT SUCH LIMITATION THE FOREGOING LIMITATIONS SHALL NOT LIMIT DAMAGES FOR INFRINGEMENT AVAILABLE TO EITHER PARTY UNDER APPLICABLE LAW IN THE EVENT OF BREACH BY THE OTHER PARTY OF SECTIONS 3.1(a), 3.2(a), 3.3(a) OR ARTICLE IV AND SHALL NOT LIMIT EACH PARTY'S OBLIGATIONS EXPRESSLY ASSUMED IN EXHIBIT K OF THE MASTER SEPARATION AGREEMENT; PROVIDED FURTHER THAT THE EXCLUSION OF PUNITIVE DAMAGES SHALL APPLY TO DAMAGES PAID OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERIN ANY EVENT.

Limitation of Liability. OTHER THAN WITH RESPECT TO THE EXCEPT FOR EACH PARTY'S OBLIGATIONS OF EACH PARTY UNDER SECTION 10.115, IN NO EVENT SHALL EITHER PARTY (ANY INFRINGEMENT BY PARTICIPANT OR ANY OF ITS SYSTEM USERS OF UPSTREAM'S OR ANY OF ITS THIRD PARTY LICENSORS’ INTELLECTUAL PROPERTY RIGHTS, OR ANY USE OF THE SYSTEM BY THE PARTICIPANT OR ANY OF ITS SYSTEM USERS NOT AUTHORIZED, OR PROHIBITED, BY SECTIONS 2 OR 9, NEITHER PARTY, NOR ITS SUBSIDIARIES, AFFILIATES OR SUBCONTRACTORS) AGENTS, WILL BE LIABLE TO THE OTHER PARTY FOR, NOR SHALL FOR ANY PARTY HAVE THE RIGHT TO RECOVER, ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS EXEMPLARY DAMAGES, COSTS, OR DAMAGES LIABILITIES ARISING FROM THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE TYPE OF CLAIM, OR WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR LOST OPPORTUNITIES)UPSTREAM'S DUTIES UNDER SECTION 15, WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT UPSTREAM'S SOLE LIABILITY TO PARTICIPANT OR OTHERWISE, ARISING OUT ANY OF (x) THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) ITS SYSTEM PARTICIPANTS FOR ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT SHALL BE LIMITED TO THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION SHALL NOT APPLY THE AMOUNTS PAID BY PARTICIPANT TO DAMAGES PAID OR PAYABLE UPSTREAM DURING THE TWELVE (12) MONTH PERIOD PRIOR TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED OCCURRENCE GIVING RISE TO INDEMNIFICATION HEREUNDERTHE BREACH.

Limitation of Liability. OTHER THAN EXCEPT WITH RESPECT TO THE EACH PARTY’S INDEMNIFICATION OBLIGATIONS RESULTING FROM THIRD PARTY CLAIMS OR A BREACH BY EITHER PARTY OF EACH PARTY SECTION 9 (CONFIDENTIALITY) UNDER SECTION 10.1THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) BE LIABLE TO THE OTHER PARTY FORFOR ANY INDIRECT, NOR SHALL ANY PARTY HAVE THE RIGHT TO RECOVER, ANY SPECIAL, INDIRECTCONSEQUENTIAL, INCIDENTALINCIDENTAL OR PUNITIVE DAMAGES ARISING FROM THIS AGREEMENT, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR DAMAGES LOSS OF DATA, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES, PROVIDED THAT NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE ANY PARTY’S LIABILITY FOR LOST OPPORTUNITIES), WHETHER IN CONTRACT, WARRANTY, DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, TORT, STRICT LIABILITY FRAUDULENT MISREPRESENTATION OR OTHERWISE, ARISING OUT OF (x) ANYTHING ELSE FOR WHICH IT CANNOT BY LAW LIMIT OR EXCLUDE ITS LIABILITY. EACH PARTY HEREBY ACKNOWLEDGES THAT THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS FOREGOING LIMITATIONS ARE AN INTEGRAL TERM OF THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT TO AND THAT THE OTHER PARTY WOULD NOT ENTER INTO THIS AGREEMENT, EXCEPT THAT AGREEMENT WITHOUT SUCH LIMITATION SHALL NOT APPLY TO DAMAGES PAID OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERLIMITATIONS.

Limitation of Liability. OTHER THAN EXCEPT FOR THE BREACH OF THE CONFIDENTIALITY PROVISIONS IN SECTION 10 OR IN ACCORDANCE WITH RESPECT THE OBLIGATION TO THE OBLIGATIONS OF EACH PARTY UNDER INDEMNIFY SET FORTH IN SECTION 10.18, IN NO EVENT SHALL EITHER PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) BE LIABLE TO THE OTHER PARTY FOR, NOR SHALL FOR ANY PARTY HAVE THE RIGHT TO RECOVER, ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS OR DAMAGES EXPECTED SAVINGS OR OTHER ECONOMIC LOSSES, OR FOR LOST OPPORTUNITIES), WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY INJURY TO PERSONS OR OTHERWISE, PROPERTY) ARISING OUT OF (x) THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, REGARDLESS OF WHETHER SUCH PARTY KNOWS OR SHOULD KNOW OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR THE BREACH OF THE CONFIDENTIALITY PROVISIONS IN SECTION 10 OR IN ACCORDANCE WITH THE OBLIGATION TO INDEMNIFY SET FORTH IN SECTION 8, CSMC’S AGGREGATE LIABILITY FOR ALL DAMAGES OF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT KIND RELATING TO THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION AGREEMENT OR ITS SUBJECT MATTER SHALL NOT EXCEED THE GREATER OF (1) [***] ($[***]) OR (2) [***]. THE FOREGOING EXCLUSIONS AND LIMITATIONS SHALL APPLY TO DAMAGES PAID ALL CLAIMS AND ACTIONS OF ANY KIND, WHETHER BASED ON CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO NEGLIGENCE), OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERANY OTHER GROUNDS.

Limitation of Liability. OTHER THAN WITH RESPECT TO THE OBLIGATIONS OF EACH PARTY UNDER SECTION 10.1, IN NO EVENT SHALL WILL EITHER PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) BE LIABLE TO THE OTHER PARTY FOR, NOR SHALL ANY PARTY HAVE THE RIGHT TO RECOVER, ANY SPECIALFOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE SPECIAL, PUNITIVE, OR CONSEQUENTIAL ANY OTHER NON-DIRECT DAMAGES (INCLUDING INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR DAMAGES FOR LOST OPPORTUNITIES)FUTURE REVENUES, COST OF CAPITAL, LOSS OF BUSINESS REPUTATION OR OPPORTUNITY OR ANY CLAIM OR DEMAND AGAINST THE OTHER PARTY BY ANY THIRD PARTY, HOWEVER CAUSED, WHETHER IN UNDER THEORY OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, TORT, STRICT LIABILITY ) OR OTHERWISE, EVEN IF SAID PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY’S LIABILITY UNDER THIS SOW OR OTHERWISE ARISING OUT OF (x) THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY THIS SOW REGARDLESS OF THE PROVISIONS FORM OF THIS AGREEMENT ACTION, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY REPRESENTATIONOTHERWISE, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT TO THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION SHALL NOT APPLY EXCEED AN AMOUNT EQUAL TO DAMAGES THE TOTAL AMOUNT PAID OR PAYABLE BY CUSTOMER TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR SIRIUS AS SHOWN ON THE THIS SOW, AS THE CASE MAY BE, WITH RESPECT TO WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERSUCH CLAIM RELATES.

Limitation of Liability. OTHER THAN WITH RESPECT TO THE OBLIGATIONS OF EACH NEITHER PARTY UNDER SECTION 10.1, IN NO EVENT SHALL EITHER PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) BE LIABLE TO THE OTHER PARTY FORFOR ANY EXEMPLARY, NOR SHALL ANY PARTY HAVE THE RIGHT TO RECOVER, ANY SPECIAL, INDIRECTCONSEQUENTIAL, INCIDENTAL, PUNITIVE PUNITIVE, OR CONSEQUENTIAL DAMAGES INDIRECT DAMAGES, COSTS OR EXPENSES (INCLUDING LOST PROFITS PROFITS, LOST REVENUES AND/OR DAMAGES FOR LOST OPPORTUNITIES), WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY SAVINGS) ARISING FROM OR OTHERWISE, ARISING OUT OF (x) THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) RELATING [***] Confidential treatment has been requested for portions of this exhibit. These portions have been omitted from this exhibit and have been filed separately with the Securities and Exchange Commission. TO ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT TO THIS AGREEMENT, EXCEPT THAT REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH LIMITATION DAMAGES. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION 10.5 IS INTENDED TO OR SHALL NOT APPLY TO DAMAGES PAID LIMIT OR PAYABLE TO A RESTRICT THE INDEMNIFICATION RIGHTS OR OBLIGATIONS OF ANY PARTY IN CONNECTION WITH (A) THIRD PARTY BY AN INDEMNIFIED PARTY CLAIMS UNDER SECTION 10.1 OR 10.2, (B) DAMAGES AVAILABLE FOR WHICH A PARTY’S BREACH OF ARTICLE 11, OR (C) DAMAGES TO THE INDEMNIFIED PARTY IS ENTITLED EXTENT ARISING FROM OR RELATING TO INDEMNIFICATION HEREUNDERGROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUDULENT ACTS OR OMISSIONS OF A PARTY.

Limitation of Liability. OTHER THAN WITH RESPECT EXCEPT (A) FOR A BREACH OF ARTICLE 11 OR ARTICLE 13, OR (B) TO THE OBLIGATIONS OF EACH EXTENT ANY SUCH DAMAGES ARE REQUIRED TO BE PAID TO A THIRD PARTY FOR CLAIMS THAT ARE SUBJECT TO INDEMNIFICATION UNDER SECTION 10.1THIS ARTICLE 15, IN NO EVENT SHALL EITHER PARTY (OR NEITHER VOYAGER NOR ABBVIE, NOR ANY OF ITS AFFILIATES THEIR RESPECTIVE AFFILIATES, LICENSORS, LICENSEES, (SUB)LICENSEES/ SUBLICENSEES OR SUBCONTRACTORS) , SHALL BE LIABLE TO THE OTHER PARTY FORPARTY, NOR SHALL ITS AFFILIATES OR SUBLICENSEES FOR ANY PARTY HAVE THE RIGHT TO RECOVER, ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR DAMAGES FOR ROYALTIES, LOST OPPORTUNITIES)DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER LIABILITY IS ASSERTED IN CONTRACT, WARRANTYTORT (INCLUDING NEGLIGENCE AND STRICT PRODUCT LIABILITY), NEGLIGENCEINDEMNITY OR CONTRIBUTION, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT AND IRRESPECTIVE OF (x) THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT WHETHER THAT PARTY OR ANY REPRESENTATIONREPRESENTATIVE OF THAT PARTY HAS BEEN ADVISED OF, WARRANTY OR COVENANT CONTAINED IN OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF, ANY SUCH LOSS OR MADE PURSUANT TO THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION SHALL NOT APPLY TO DAMAGES PAID OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERDAMAGE.

Limitation of Liability. OTHER THAN WITH RESPECT TO THE OBLIGATIONS OF EACH EXCEPT AS OTHERWISE PROVIDED HEREIN, NEITHER PARTY UNDER SECTION 10.1, IN NO EVENT SHALL EITHER PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) WILL BE LIABLE TO THE OTHER IN CONNECTION WITH THE PROVISION OR USE OF SERVICES PROVIDED UNDER THIS AGREEMENT. NEITHER PARTY FORWILL BE LIABLE TO THE OTHER FOR ANY LOSS, NOR SHALL COST, CLAIM, INJURY, LIABILITY OR EXPENSE, INCLUDING REASONABLE ATTORNEY’S FEES, RELATING TO OR ARISING OUT OF ANY ORDINARY NEGLIGENT ACT OR OMISSION BY A PARTY. IN NO EVENT WILL EITHER PARTY HAVE BE LIABLE TO THE RIGHT TO RECOVEROTHER FOR ANY INDIRECT, ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, INCOME OR DAMAGES FOR LOST OPPORTUNITIES)REVENUE, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, WHETHER IN SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, TORTSTRICT LIABILITY, STRICT OR ANY OTHER THEORY OF LIABILITY AND WHETHER SUCH DAMAGES WERE FORESEEABLE OR OTHERWISE, ARISING OUT OF (x) NOT AT THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF TIME THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT TO THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION SHALL NOT APPLY TO DAMAGES PAID OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERWAS EXECUTED.

Limitation of Liability. OTHER THAN WITH RESPECT TO THE OBLIGATIONS OF EACH PARTY UNDER SECTION 10.1, IN NO EVENT SHALL EITHER PARTY (OR ANY OF ITS THEIR AFFILIATES OR SUBCONTRACTORS) ANY OF THEIR RESPECTIVE TRUSTEES, DIRECTORS, OFFICERS, MEDICAL AND PROFESSIONAL STAFF, EMPLOYEES AND AGENTS BE LIABLE TO THE OTHER PARTY FOROR ANY OF THEIR AFFILIATES OR SUBLICENSEES FOR INDIRECT, NOR SHALL ANY PARTY HAVE THE RIGHT TO RECOVER, ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR DAMAGES FOR LOST OPPORTUNITIES), WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF (x) THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) KIND ARISING IN ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS WAY OUT OF THIS AGREEMENT OR THE LICENSE RIGHTS GRANTED HEREUNDER, HOWEVER CAUSED AND ON ANY REPRESENTATIONTHEORY OF LIABILITY, WARRANTY INCLUDING WITHOUT LIMITATION ECONOMIC DAMAGES OR COVENANT CONTAINED INJURY TO PROPERTY OR LOST PROFITS, REGARDLESS OF WHETHER THE APPLICABLE PARTY THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN OR MADE PURSUANT TO THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION FACT SHALL NOT APPLY TO DAMAGES PAID OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH KNOW OF THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERPOSSIBILITY OF THE FOREGOING.

Limitation of Liability. OTHER THAN WITH RESPECT TO THE OBLIGATIONS OF EACH EXCEPT FOR PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY UNDER SECTION 10.1, IN NO EVENT SHALL EITHER PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) BE LIABLE TO THE OTHER PARTY FOR, NOR SHALL UNDER ANY PARTY HAVE THE RIGHT TO RECOVER, CIRCUMSTANCES OR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE LEGAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR DAMAGES FOR LOST OPPORTUNITIES)EQUITABLE THEORY, WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, FOR ANY SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOST PROFITS OR LOSS OF USE, ARISING OUT OF (x) OR RELATED TO THE MANUFACTURE LICENSED INTELLECTUAL PROPERTY, DEVICES OR USE OF ANY PRODUCT SUPPLIED HEREUNDER DRUG PRODUCTS, OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT TO THIS AGREEMENT, EXCEPT THAT OR A PARTY’S PERFORMANCE OR NON-PERFORMANCE HEREUNDER, EVEN IF A PARTY KNOWS OR SHOULD HAVE KNOWN OR IS ADVISED OF THE POSSIBILITY OF SUCH LIMITATION DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OR ANY LIMITED REMEDY. NOTWITHSTANDING THE FOREGOING, THESE LIMITATIONS SHALL NOT APPLY TO DAMAGES PAID OR PAYABLE ANY THIRD-PARTY CLAIM THAT IS THE SUBJECT OF SECTION 8, TO A THE EXTENT SUCH THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERHAS BEEN AWARDED SUCH DAMAGES.

Limitation of Liability. OTHER THAN WITH RESPECT TO THE OBLIGATIONS OF EACH PARTY UNDER SECTION 10.1, IN NO EVENT SHALL EITHER PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) ANY OF THEIR RESPECTIVE TRUSTEES, DIRECTORS, OFFICERS, MEDICAL OR PROFESSIONAL STAFF, EMPLOYEES AND AGENTS BE LIABLE TO THE OTHER PARTY FOROR ANY OF ITS AFFILIATES, NOR SHALL ANY PARTY HAVE THE RIGHT TO RECOVERLICENSEES, ANY SUBLICENSEES OR DISTRIBUTORS FOR INDIRECT, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR DAMAGES FOR LOST OPPORTUNITIES), WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF (x) THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) KIND ARISING IN ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS WAY OUT OF THIS AGREEMENT OR THE LICENSE OR RIGHTS GRANTED HEREUNDER, HOWEVER CAUSED AND ON ANY REPRESENTATIONTHEORY OF LIABILITY, WARRANTY INCLUDING WITHOUT LIMITATION ECONOMIC DAMAGES OR COVENANT CONTAINED INJURY TO PROPERTY OR LOST PROFITS, REGARDLESS OF WHETHER SUCH PARTY SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN OR MADE PURSUANT FACT SHALL KNOW OF THE POSSIBILITY OF THE FOREGOING. PROVIDED, HOWEVER, NOTHING IN THIS SECTION 9.3 SHALL BE CONSTRUED TO LIMIT COMPANY’S OBLIGATION TO INDEMNIFY HOSPITAL UNDER SECTION 8 OF THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION SHALL NOT APPLY TO DAMAGES PAID OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDER. This Section 9.3 shall not restrict Hospital’s liability to the extent any damages are directly attributable to such party’s gross negligence or willful misconduct.

Limitation of Liability. EXCEPT FOR BREACHES OF SECTION 7. (CONFIDENTIALITY), OR FOR INFRINGEMENT OF THE OTHER THAN WITH RESPECT TO THE OBLIGATIONS OF EACH PARTY UNDER SECTION 10.1PARTY’S INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL WILL EITHER PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) BE LIABLE TO THE OTHER PARTY FOR, NOR SHALL FOR ANY PARTY HAVE THE RIGHT TO RECOVER, ANY SPECIALLOST PROFITS OR CONSEQUENTIAL, INDIRECT, INCIDENTALPUNITIVE, PUNITIVE EXEMPLARY, SPECIAL, OR CONSEQUENTIAL INCIDENTAL DAMAGES (INCLUDING LOST PROFITS ARISING FROM OR DAMAGES FOR LOST OPPORTUNITIES), WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF (x) THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, EVEN IF SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT THAT SUCH LIMITATION FOR BREACHES OF SECTION 7. (CONFIDENTIALITY), OR FOR INFRINGEMENT OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT WILL EITHER PARTY’S CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT EXCEED THE SUM OF THE NRE CREDIT. THE EXISTENCE OF MULTIPLE CLAIMS SHALL NOT APPLY TO DAMAGES PAID OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH ENLARGE THIS LIMIT. THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERPARTIES ACKNOWLEDGE THAT THE TERMS OF THIS SECTION REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT THE PARTIES WOULD NOT HAVE ENTERED INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS OF LIABILITY.

Limitation of Liability. OTHER THAN WITH RESPECT TO THE OBLIGATIONS OF EACH EXCEPT AS PROVIDED BELOW, (a) NEITHER PARTY UNDER SECTION 10.1OR, IN NO EVENT ITS OFFICERS, AGENTS SHALL EITHER PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) BE LIABLE TO THE OTHER PARTY FOR, NOR SHALL UNDER THIS AGREEMENT FOR ANY PARTY HAVE THE RIGHT TO RECOVER, ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE SPECIAL, OR CONSEQUENTIAL DAMAGES DAMAGES, AND (INCLUDING LOST PROFITS OR DAMAGES FOR LOST OPPORTUNITIES), WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT b) NEITHER PARTY’S LIABILITY OR OTHERWISE, ARISING OUT OF (x) THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF UNDER THIS AGREEMENT SHALL EXCEED THE AMOUNTS PAID OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED PAYABLE BY CLIENT TO DISTRIBUTED BIO IN OR MADE PURSUANT THE TWENTY FOUR MONTHS PRIOR TO THE CLAIM BEING MADE. THE WAIVERS AND LIMITATIONS OF LIABILITY IN THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION SECTION 8 SHALL NOT APPLY TO ANY OF THE FOLLOWING: DAMAGES PAID ARISING OUT OF A PARTY’S BREACH OF SECTION 5 (INTELLECTUAL PROPERTY) OR PAYABLE SECTION 10 (CONFIDENTIALITY); A PARTY’S OBLIGATIONS UNDER SECTION 9 (INDEMNIFICATION); DAMAGES ARISING OUT OF A PARTY’S FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR ANY PERSONAL BODILY INJURY OR DEATH TO THE EXTENT CAUSED BY A THIRD PARTY BY AN INDEMNIFIED PARTY PARTY; OR ANY LOSS OR DAMAGE FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERLIABILITY CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW.

Limitation of Liability. OTHER THAN WITH RESPECT TO THE OBLIGATIONS OF EACH PARTY UNDER SECTION 10.1, IN NO EVENT SHALL EITHER PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) BE LIABLE TO THE OTHER PARTY FOR, NOR SHALL ANY INDEMNIFIED PARTY HAVE THE RIGHT TO RECOVER, ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR DAMAGES FOR LOST OPPORTUNITIES), WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE (WHETHER IN ANY CLAIM FOR INDEMNIFICATION PURSUANT TO THIS ARTICLE 6 OR OTHERWISE), ARISING OUT OF (x) OUT OF THE MANUFACTURE MANUFACTURE, USE OR USE SALE OF ANY PRODUCT SUPPLIED SOLD HEREUNDER OR (y) OUT OF ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT OR (z) ANY REPRESENTATION, REPRESENTATION OR WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT TO THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION SHALL NOT APPLY TO PUNITIVE OR CONSEQUENTIAL DAMAGES PAID OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDER.

Limitation of Liability. OTHER THAN EXCEPT WITH RESPECT TO THE EACH PARTY’S CONFIDENTIALITY AND INDEMNIFICATION OBLIGATIONS OF EACH PARTY UNDER SECTION 10.1HEREUNDER, IN NO EVENT SHALL EITHER PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) BE LIABLE TO THE OTHER PARTY FOROR TO ANY THIRD PARTY, NOR SHALL WHETHER UNDER THEORY OF CONTRACT, TORT OR OTHERWISE, FOR ANY PARTY HAVE THE RIGHT TO RECOVER, ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE PUNITIVE, CONSEQUENTIAL, OR CONSEQUENTIAL SPECIAL DAMAGES (INCLUDING ANY DAMAGE TO BUSINESS REPUTATION, LOST PROFITS OR DAMAGES FOR LOST OPPORTUNITIESDATA), WHETHER FORESEEABLE OR NOT AND WHETHER OR NOT SUCH PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY’S AGGREGATE CUMULATIVE LIABILITY TO THE OTHER, IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED, IN THE AGGREGATE AND REGARDLESS OF WHETHER UNDER THEORY OF CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY TORT OR OTHERWISE, ARISING OUT OF (x) THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY TOTAL OF THE PROVISIONS OF FEES PAID AND PAYABLE TO SHEERID BY CUSTOMER UNDER THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT DURING THE ONE YEAR PERIOD PRIOR TO THIS AGREEMENT, EXCEPT THE DATE THAT SUCH LIMITATION SHALL NOT APPLY TO DAMAGES PAID OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERLIABILITY FIRST ARISES.

Limitation of Liability. OTHER THAN WITH RESPECT TO THE OBLIGATIONS OF EACH PARTY UNDER SECTION 10.1NEITHER PROTHENA NOR CELGENE, IN NO EVENT SHALL EITHER PARTY (OR NOR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) THEIR RESPECTIVE AFFILIATES, WILL BE LIABLE TO THE OTHER PARTY FOR, NOR SHALL OR ITS AFFILIATES UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR ANY PARTY HAVE THE RIGHT TO RECOVER, ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE OR CONSEQUENTIAL EXEMPLARY DAMAGES (INCLUDING LOST PROFITS OR DAMAGES FOR LOST OPPORTUNITIESREVENUES), WHETHER LIABILITY IS ASSERTED IN CONTRACT, WARRANTYTORT (INCLUDING NEGLIGENCE AND STRICT PRODUCT LIABILITY), NEGLIGENCEINDEMNITY, TORT, STRICT LIABILITY CONTRIBUTION OR OTHERWISE, ARISING OUT AND IRRESPECTIVE OF (x) WHETHER THAT PARTY OR ANY REPRESENTATIVE OF THAT PARTY HAS BEEN ADVISED OF, OR OTHERWISE MIGHT HAVE ANTICIPATED THE MANUFACTURE POSSIBILITY OF, ANY SUCH LOSS OR USE DAMAGE. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION 9.5 IS INTENDED TO OR SHALL LIMIT OR RESTRICT THE INDEMNIFICATION RIGHTS OR OBLIGATIONS OF ANY PRODUCT SUPPLIED HEREUNDER PARTY UNDER SECTIONS 9.1 OR (y) 9.2 IN CONNECTION WITH ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT TO THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION SHALL NOT APPLY TO DAMAGES PAID OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERCLAIMS [***].

Limitation of Liability. OTHER THAN EXCEPT WITH RESPECT TO THE EACH PARTY’S INDEMNIFICATION OBLIGATIONS OF EACH PARTY UNDER SECTION 10.1IN ARTICLE 7, IN NO EVENT SHALL EITHER PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) BE LIABLE TO THE OTHER PARTY FORFOR ANY INDIRECT, NOR SHALL ANY PARTY HAVE THE RIGHT TO RECOVER, ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING LOST WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS OR DAMAGES EXPECTED SAVINGS OR OTHER ECONOMIC LOSSES, OR FOR LOST OPPORTUNITIES), WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY INJURY TO PERSONS OR OTHERWISE, PROPERTY) ARISING OUT OF (x) THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF IN CONNECTION WITH THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT TO THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION ITS SUBJECT MATTER. THE FOREGOING EXCLUSIONS AND LIMITATIONS SHALL NOT APPLY TO ALL CLAIMS AND ACTIONS OF ANY KIND AND ON ANY THEORY OF LIABILITY, WHETHER BASED ON CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO NEGLIGENCE OR STRICT LIABILITY), OR ANY OTHER GROUNDS, AND REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE PARTIES FURTHER AGREE THAT EACH WARRANTY DISCLAIMER, EXCLUSION OF DAMAGES PAID OR PAYABLE OTHER LIMITATION OF LIABILITY HEREIN IS INTENDED TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH BE SEVERABLE AND INDEPENDENT OF THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDEROTHER PROVISIONS SINCE THEY EACH REPRESENT SEPARATE ELEMENTS OF RISK ALLOCATION BETWEEN THE PARTIES.

Limitation of Liability. OTHER THAN WITH RESPECT (a) SUBJECT TO THE OBLIGATIONS SECTIONS 7.1 AND 7.2, AND EXCEPT IN CIRCUMSTANCES OF EACH PARTY UNDER SECTION 10.1GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY (NONE OF EMERGENT, HPA OR ANY OF ITS THEIR RESPECTIVE AFFILIATES OR SUBCONTRACTORS) SHALL BE LIABLE TO THE OTHER PARTY FOR, NOR SHALL ANY PARTY HAVE THE RIGHT TO RECOVER, ANY FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR DAMAGES FOR LOST OPPORTUNITIESPROFITS, MILESTONES OR ROYALTIES), WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF (x) THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (yA) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT TO THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION OR (B) THE DEVELOPMENT, MANUFACTURE, USE OR SALE OF ANY PRODUCT DEVELOPED, MANUFACTURED OR MARKETED HEREUNDER. NOTHING IN THIS AGREEMENT SHALL NOT APPLY BE CONSTRUED AS ATTEMPTING TO DAMAGES PAID EXCLUDE OR PAYABLE LIMIT THE LIABILITY OF EITHER OF THE PARTIES OR THEIR RESPECTIVE AFFILIATES (A) FOR DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF EITHER OF THE PARTIES, THEIR RESPECTIVE AFFILIATES, OR OF THE OFFICERS, EMPLOYEES OR AGENTS OF THE PARTIES OR THEIR RESPECTIVE AFFILIATES, (B) FOR FRAUD OR FRAUDULENT MISREPRESENTATION OR (C) FOR ANY MATTER IN RESPECT OF WHICH IT WOULD BE ILLEGAL FOR EITHER PARTY TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED EXCLUDE OR ATTEMPT TO INDEMNIFICATION HEREUNDEREXCLUDE ITS LIABILITY.

Limitation of Liability. OTHER THAN EXCEPT WITH RESPECT TO THE INDEMNIFICATION OBLIGATIONS HEREUNDER OR A BREACH OF EACH SECTION 8, NEITHER PARTY UNDER SECTION 10.1, IN NO EVENT SHALL EITHER PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) BE LIABLE TO THE OTHER PARTY FORHEREUNDER FOR ANY PUNITIVE, NOR SHALL ANY PARTY HAVE THE RIGHT TO RECOVER, ANY SPECIALINCIDENTAL, INDIRECT, INCIDENTALSPECIAL, PUNITIVE RELIANCE OR CONSEQUENTIAL DAMAGES DAMAGES, INCLUDING LOST BUSINESS, REVENUE, OR PROFITS, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING LOST PROFITS OR DAMAGES FOR LOST OPPORTUNITIESNEGLIGENCE), WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT AND WHETHER OR NOT THE PARTY WAS ADVISED OF (x) THE MANUFACTURE POSSIBILITY OF SUCH LOSS OR USE OF ANY PRODUCT SUPPLIED DAMAGES. EXCEPT WITH RESPECT TO INDEMNIFICATION OBLIGATIONS HEREUNDER OR (y) ANY A BREACH OF OR FAILURE TO PERFORM ANY SECTION 8, IN NO EVENT WILL EITHER PARTY’S LIABILITY AND DAMAGES UNDER THIS AGREEMENT EXCEED THE SUM OF THE PROVISIONS OF TOTAL FEES PAYABLE TO INTROHIVE UNDER THIS AGREEMENT OR DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. THE PARTIES AGREE THAT THE LIMITATIONS AND DISCLAIMERS OF LIABILITY SET FORTH IN THIS SECTION 9 WILL APPLY EVEN IF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED LIMITED REMEDY SPECIFIED IN OR MADE PURSUANT THIS AGREEMENT IS FOUND TO THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION SHALL NOT APPLY TO DAMAGES PAID OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERHAVE FAILED OF ITS ESSENTIAL PURPOSE.

Limitation of Liability. OTHER THAN WITH RESPECT TO THE OBLIGATIONS OF EACH NEITHER PARTY UNDER SECTION 10.1, IN NO EVENT SHALL EITHER PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) WILL BE LIABLE TO THE OTHER PARTY FOR, NOR SHALL ANY PARTY HAVE THE RIGHT TO RECOVER, ANY FOR SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE OR CONSEQUENTIAL DAMAGES (DAMAGES, INCLUDING LOST LOSS OF PROFITS OR DAMAGES FOR LOST OPPORTUNITIESBUSINESS INTERRUPTION (TO THE EXTENT THE SAME ARE CONSEQUENTIAL DAMAGES), HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, WARRANTYTORT, NEGLIGENCE, TORT, STRICT LIABILITY BREACH OF STATUTORY DUTY OR OTHERWISE, OTHERWISE IN CONNECTION WITH OR ARISING OUT OF (x) THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE EXERCISE OF ITS RIGHTS OR THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER, INCLUDING THE USE OF A LICENSED PRODUCT, REGARDLESS OF ANY NOTICE OF SUCH DAMAGES, EXCEPT THAT SUCH LIMITATION SHALL NOT APPLY AS A RESULT OF (A) A PARTY’S FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (B) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER ARTICLE 9. NOTHING IN THIS SECTION 11.4 IS INTENDED TO DAMAGES PAID OR PAYABLE TO A THIRD WILL LIMIT OR RESTRICT THE INDEMNIFICATION RIGHTS OR OBLIGATIONS OF EITHER PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERUNDER THIS ARTICLE 11.

Limitation of Liability. OTHER THAN WITHOUT LIMITING EITHER PARTY’S LIABILITY UNDER THE SEPARATION AGREEMENT AND WITH RESPECT TO THE OBLIGATIONS EXCEPTION OF EACH LIABILITY ARISING FROM A BREACH BY WORTHINGTON STEEL OF ARTICLE II OR ARTICLE III, OR A PARTY’S FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY UNDER SECTION 10.1, IN NO EVENT SHALL EITHER PARTY (OR ANY OF NOR ITS AFFILIATES OR SUBCONTRACTORS) SHALL BE LIABLE UNDER THIS AGREEMENT TO THE OTHER PARTY FOR, NOR SHALL ANY PARTY HAVE THE RIGHT TO RECOVER, FOR ANY SPECIAL, INDIRECT, INCIDENTALCONSEQUENTIAL, PUNITIVE EXEMPLARY OR CONSEQUENTIAL INCIDENTAL DAMAGES (INCLUDING LOST PROFITS OR DAMAGES FOR LOST OPPORTUNITIES)INCLUDING, WHETHER IN CONTRACTWITHOUT LIMITATION, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, LOSS OF PROFITS) ARISING OUT OF (x) THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT RELATED TO THIS AGREEMENT, EXCEPT THAT HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE AND CONTRACT), EVEN IF SUCH LIMITATION PARTY HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. NEW WORTHINGTON AND ITS AFFILIATES SHALL NOT APPLY TO BE LIABLE FOR, OR BEAR ANY OBLIGATION IN RESPECT OF, ANY DAMAGES PAID OF ANY KIND OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH CHARACTER WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH WORTHINGTON STEEL’S OR ITS SUBLICENSEES’ USE OF THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERWBS.

Limitation of Liability. OTHER THAN WITH RESPECT EXCEPT (A) FOR A BREACH OF SECTION 9.4 OR ARTICLE 6.9 OR (B) FOR CLAIMS THAT ARE SUBJECT TO INDEMNIFICATION UNDER THIS ARTICLE 7 OR (C) FOR DAMAGES DUE TO THE OBLIGATIONS FRAUD, MALICIOUS ACTIONS AND/OR INTENTIONAL TORT OF EACH PARTY UNDER SECTION 10.1THE LIABLE PARTY, IN NO EVENT SHALL EITHER PARTY (OR NEITHER JOUNCE NOR CELGENE, NOR ANY OF ITS THEIR RESPECTIVE AFFILIATES OR SUBCONTRACTORS) WILL BE LIABLE TO THE OTHER PARTY FOR, NOR SHALL TO THIS JOUNCE LEAD CO-CO AGREEMENT OR ITS AFFILIATES UNDER THIS JOUNCE LEAD CO-CO AGREEMENT FOR ANY PARTY HAVE THE RIGHT TO RECOVER, ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE OR CONSEQUENTIAL EXEMPLARY DAMAGES (INCLUDING OR LOST PROFITS OR DAMAGES FOR LOST OPPORTUNITIES)DATA, WHETHER LIABILITY IS ASSERTED IN CONTRACT, WARRANTYTORT (INCLUDING NEGLIGENCE AND STRICT PRODUCT LIABILITY), NEGLIGENCEINDEMNITY OR CONTRIBUTION, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT AND IRRESPECTIVE OF (x) THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT WHETHER THAT PARTY OR ANY REPRESENTATIONREPRESENTATIVE OF THAT PARTY HAS BEEN ADVISED OF, WARRANTY OR COVENANT CONTAINED IN OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF, ANY SUCH LOSS OR MADE PURSUANT TO THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION SHALL NOT APPLY TO DAMAGES PAID OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERDAMAGE.

Limitation of Liability. OTHER THAN WITH RESPECT TO THE OBLIGATIONS OF EACH PARTY UNDER SECTION 10.1NEITHER PROTHENA NOR CELGENE, IN NO EVENT SHALL EITHER PARTY (OR NOR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) THEIR RESPECTIVE AFFILIATES, WILL BE LIABLE TO THE OTHER PARTY FOR, NOR SHALL OR ITS AFFILIATES UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR ANY PARTY HAVE THE RIGHT TO RECOVER, ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE OR CONSEQUENTIAL EXEMPLARY DAMAGES (INCLUDING LOST PROFITS OR DAMAGES FOR LOST OPPORTUNITIESREVENUES), WHETHER LIABILITY IS ASSERTED IN CONTRACT, WARRANTYTORT (INCLUDING NEGLIGENCE AND STRICT PRODUCT LIABILITY), NEGLIGENCEINDEMNITY, TORT, STRICT LIABILITY CONTRIBUTION OR OTHERWISE, ARISING OUT AND IRRESPECTIVE OF (x) WHETHER THAT PARTY OR ANY REPRESENTATIVE OF THAT PARTY HAS BEEN ADVISED OF, OR OTHERWISE MIGHT HAVE ANTICIPATED THE MANUFACTURE POSSIBILITY OF, ANY SUCH LOSS OR USE DAMAGE. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION 10.5 IS INTENDED TO OR SHALL LIMIT OR RESTRICT THE INDEMNIFICATION RIGHTS OR OBLIGATIONS OF ANY PRODUCT SUPPLIED HEREUNDER PARTY UNDER SECTIONS 10.1 OR (y) 10.2 IN CONNECTION WITH ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT TO THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION SHALL NOT APPLY TO DAMAGES PAID OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERCLAIMS [***].

Limitation of Liability. OTHER THAN WITH RESPECT TO THE OBLIGATIONS OF EACH PARTY UNDER SECTION 10.1, IN NO EVENT SHALL EITHER PARTY (C-CUBE OR ANY OF ITS AFFILIATES SUBSIDIARIES OR SUBCONTRACTORS) SEMICONDUCTOR I, SEMICONDUCTOR II OR ANY OF THEIR SUBSIDIARIES BE LIABLE TO THE OTHER PARTY FORC-CUBE OR ANY OF ITS SUBSIDIARIES OR SEMICONDUCTOR I, NOR SHALL SEMICONDUCTOR II OR ANY PARTY HAVE THE RIGHT TO RECOVER, OF THEIR SUBSIDIARIES FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, INCIDENTALINCIDENTAL OR PUNITIVE DAMAGES OR LOST PROFITS, PUNITIVE OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING LOST PROFITS OR DAMAGES FOR LOST OPPORTUNITIES), WHETHER NEGLIGENCE) ARISING IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, ARISING ANY WAY OUT OF (x) THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT TO THIS AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, THE RESTATED MERGER AGREEMENT, THE ANCILLARY AGREEMENTS, AND THE EXHIBITS AND SCHEDULES REFERENCED OR ATTACHED HERETO OR THERETO; PROVIDED, HOWEVER, THAT SUCH LIMITATION THE FOREGOING LIMITATIONS SHALL NOT APPLY LIMIT EACH PARTY'S INDEMNIFICATION OBLIGATIONS FOR LIABILITIES TO DAMAGES PAID OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH PARTIES AS SET FORTH IN THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERAND INSURANCE MATTERS AGREEMENT.

Limitation of Liability. OTHER THAN WITH RESPECT TO THE OBLIGATIONS OF EACH PARTY UNDER SECTION 10.1, IN NO EVENT SHALL EITHER PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) ANY OF THEIR RESPECTIVE TRUSTEES, DIRECTORS, OFFICERS, MEDICAL OR PROFESSIONAL STAFF, EMPLOYEES AND AGENTS BE LIABLE TO THE OTHER PARTY FORCOMPANY OR ANY OF ITS AFFILIATES, NOR SHALL ANY PARTY HAVE THE RIGHT TO RECOVERSUBLICENSEES OR DISTRIBUTORS FOR INDIRECT, ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR DAMAGES FOR LOST OPPORTUNITIES), WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF (x) THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) KIND ARISING IN ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS WAY OUT OF THIS AGREEMENT OR THE LICENSE OR RIGHTS GRANTED HEREUNDER, HOWEVER CAUSED AND ON ANY REPRESENTATIONTHEORY OF LIABILITY, WARRANTY INCLUDING WITHOUT LIMITATION ECONOMIC DAMAGES OR COVENANT CONTAINED INJURY TO PROPERTY OR LOST PROFITS, REGARDLESS OF WHETHER THE PARTY SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN OR MADE PURSUANT FACT SHALL KNOW OF THE POSSIBILITY OF THE FOREGOING. SHOULD EITHER PARTY BECOME AWARE OF ANY OF THE FOREGOING, IT WILL, AS SOON AS PRACTICAL, INFORM THE OTHER PARTY OF SAME. NOTHING IN THIS SECTION 9.3 SHALL BE CONSTRUED TO LIMIT COMPANY’S OBLIGATION TO INDEMNIFY HOSPITAL UNDER SECTION 8 OF THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION SHALL NOT APPLY TO DAMAGES PAID OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDER.

Limitation of Liability. OTHER THAN WITH RESPECT TO THE EXCEPT FOR NONPAYMENT BY EITHER PARTY, BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT, SECTIONS 8, 9.5(c)(iii), 10 AND/OR 12.3 (AND/OR BREACH OF EACH PARTY UNDER SECTION 10.1SUCH SECTIONS), IN NO EVENT SHALL EITHER PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) BE LIABLE WITH RESPECT TO THE OTHER PARTY FOR, NOR SHALL ANY PARTY HAVE THE RIGHT TO RECOVER, SUBJECT MATTER OF THIS AGREEMENT UNDER ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR DAMAGES FOR LOST OPPORTUNITIES), WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISEOTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY AMOUNTS IN EXCESS, ARISING OUT IN THE AGGREGATE, OF (x) THE MANUFACTURE OR USE FEES PAID TO TOLERRX HEREUNDER DURING THE TWELVE-MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ANY PRODUCT SUPPLIED HEREUNDER ACTION AROSE OR (yII) FOR ANY BREACH OF INDIRECT, EXEMPLARY, SPECIAL, INCIDENTAL OR FAILURE TO PERFORM CONSEQUENTIAL DAMAGES OR LOST DATA OR LOSS PROFITS OR (III) FOR ANY MATTER BEYOND SUCH PARTY'S REASONABLE CONTROL, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE PROVISIONS POSSIBILITY OF SUCH LOSS OR DAMAGE. THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT TO THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION SHALL SECTION DOES NOT APPLY TO DAMAGES PAID OR PAYABLE TO LIMIT LIABILITY FOR BODILY INJURY OF A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERPERSON.

Limitation of Liability. OTHER THAN 24.1. THE LIABILITY OF OWNER WITH RESPECT TO ANY CLAIM OR CAUSE OF ACTION ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT (WHETHER IN CONTRACT, TORT, OR OTHERWISE), WILL NOT, EXCEPT AS EXPRESSLY PROVIDED HEREIN, EXCEED THE OBLIGATIONS TOTAL AMOUNT PAID OR PAYABLE BY OWNER TO CONTRACTOR HEREUNDER FOR THE PURCHASE OF EACH PARTY UNDER SECTION 10.1, EQUIPMENT OR THE PERFORMANCE OF SERVICES. IN NO EVENT SHALL WILL EITHER PARTY (OR HAVE ANY OF ITS AFFILIATES OR SUBCONTRACTORS) BE LIABLE LIABILITY WHATSOEVER TO THE OTHER PARTY FORFOR ANY INDIRECT, NOR SHALL ANY PARTY HAVE THE RIGHT TO RECOVER, ANY SPECIAL, INDIRECTCONSEQUENTIAL, INCIDENTALINCIDENTAL OR PUNITIVE DAMAGES, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOST INCLUDING, WITHOUT LIMITATION, LOSS OF ANTICIPATED PROFITS OR DAMAGES FOR LOST OPPORTUNITIES)REVENUE IN CONNECTION WITH OR ARISING FROM ANYTHING SAID, WHETHER IN CONTRACTOMITTED OR DONE HEREUNDER, WARRANTYEVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING WILL NOT LIMIT (I) A PARTY’S OBLIGATIONS OR LIABILITIES UNDER SECTION 16 OR SECTION 27, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF (x) THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (yII) ANY BREACH OF OR FAILURE A PARTY’S LIABILITY TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT TO THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION SHALL NOT APPLY TO DAMAGES PAID OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED OTHER PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERGROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT.

Limitation of Liability. OTHER THAN WITH RESPECT TO THE OBLIGATIONS OF EACH PARTY UNDER SECTION 10.1LOAN PARTIES AGREE THAT NO INDEMNIFIED PERSON SHALL HAVE ANY LIABILITY (WHETHER DIRECT OR INDIRECT, IN NO EVENT SHALL EITHER CONTRACT, TORT OR OTHERWISE) TO ANY LOAN PARTY (OR ANY OF ITS AFFILIATES THEIR RESPECTIVE SUBSIDIARIES, EQUITY HOLDERS OR SUBCONTRACTORS) CREDITORS FOR OR IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY AND IN THE OTHER LOAN DOCUMENTS, EXCEPT TO THE EXTENT SUCH LIABILITY IS FOUND IN A FINAL JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH INDEMNIFIED PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN NO EVENT, HOWEVER, SHALL ANY INDEMNIFIED PERSON BE LIABLE TO THE OTHER PARTY FOR, NOR SHALL ON ANY PARTY HAVE THE RIGHT TO RECOVER, THEORY OF LIABILITY FOR ANY SPECIAL, INDIRECT, INCIDENTALCONSEQUENTIAL OR PUNITIVE DAMAGES AND EACH OF THE LOAN PARTIES HEREBY WAIVES, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR DAMAGES RELEASES AND AGREES NOT TO XXX UPON ANY SUCH CLAIM FOR LOST OPPORTUNITIES)ANY SUCH DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF (x) THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT TO THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION SHALL NOT APPLY TO DAMAGES PAID OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDER.ITS FAVOR. Third Amended & Restated Credit Agreement

Limitation of Liability. OTHER THAN WITH RESPECT TO THE OBLIGATIONS OF EACH PARTY UNDER SECTION 10.1NEITHER PROTHENA NOR CELGENE, IN NO EVENT SHALL EITHER PARTY (OR NOR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) THEIR RESPECTIVE AFFILIATES, WILL BE LIABLE TO THE OTHER PARTY FOR, NOR SHALL OR ITS AFFILIATES UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR ANY PARTY HAVE THE RIGHT TO RECOVER, ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE OR CONSEQUENTIAL EXEMPLARY DAMAGES (INCLUDING LOST PROFITS OR DAMAGES FOR LOST OPPORTUNITIESREVENUES), WHETHER LIABILITY IS ASSERTED IN CONTRACT, WARRANTYTORT (INCLUDING NEGLIGENCE AND STRICT PRODUCT LIABILITY), NEGLIGENCEINDEMNITY, TORT, STRICT LIABILITY CONTRIBUTION OR OTHERWISE, ARISING OUT AND IRRESPECTIVE OF (x) WHETHER THAT PARTY OR ANY REPRESENTATIVE OF THAT PARTY HAS BEEN ADVISED OF, OR OTHERWISE MIGHT HAVE ANTICIPATED THE MANUFACTURE POSSIBILITY OF, ANY SUCH LOSS OR USE DAMAGE. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION 9.5 IS INTENDED TO OR SHALL LIMIT OR RESTRICT THE INDEMNIFICATION RIGHTS OR OBLIGATIONS OF ANY PRODUCT SUPPLIED HEREUNDER PARTY UNDER SECTIONS 9.1 OR (y) 9.2 IN CONNECTION WITH ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT TO THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION SHALL NOT APPLY TO DAMAGES PAID OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERCLAIMS[***].

Limitation of Liability. OTHER THAN WITH RESPECT TO THE OBLIGATIONS OF EACH EXCEPT AS PROVIDED BELOW, (a) NEITHER PARTY UNDER SECTION 10.1OR, IN NO EVENT ITS OFFICERS, AGENTS SHALL EITHER PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) BE LIABLE TO THE OTHER PARTY FOR, NOR SHALL UNDER THIS AGREEMENT FOR ANY PARTY HAVE THE RIGHT TO RECOVER, ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE SPECIAL, OR CONSEQUENTIAL DAMAGES DAMAGES, AND (INCLUDING LOST PROFITS OR DAMAGES FOR LOST OPPORTUNITIES), WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT b) NEITHER PARTY’S LIABILITY OR OTHERWISE, ARISING OUT OF (x) THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF UNDER THIS AGREEMENT SHALL EXCEED THE AMOUNTS PAID OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED PAYABLE BY SUBSCRIBER TO DISTRIBUTED BIO IN OR MADE PURSUANT THE TWENTY FOUR MONTHS PRIOR TO THE CLAIM BEING MADE. THE WAIVERS AND LIMITATIONS OF LIABILITY IN THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION SECTION 14 SHALL NOT APPLY TO ANY OF THE FOLLOWING: DAMAGES PAID ARISING OUT OF A PARTY’S BREACH OF SECTION 9 (INTELLECTUAL PROPERTY) OR PAYABLE SECTION 5 (CONFIDENTIALITY); A PARTY’S OBLIGATIONS UNDER SECTION 17 (INDEMNITY); DAMAGES ARISING OUT OF A PARTY’S FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR ANY PERSONAL BODILY INJURY OR DEATH TO THE EXTENT CAUSED BY A THIRD PARTY BY AN INDEMNIFIED PARTY PARTY; OR ANY LOSS OR DAMAGE FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERLIABILITY CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE.

Limitation of Liability. OTHER THAN WITH RESPECT TO THE OBLIGATIONS OF EACH PARTY UNDER SECTION 10.1, IN NO EVENT SHALL EITHER ONE PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) BE LIABLE TO THE OTHER PARTY FOR, NOR SHALL ANY PARTY HAVE THE RIGHT TO RECOVER, FOR ANY SPECIAL, INDIRECTCONSEQUENTIAL, INCIDENTAL, INCIDENTAL OR OTHER INDIRECT DAMAGES OR ANY PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR DAMAGES FOR LOST OPPORTUNITIES), WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF (x) THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT TO CONNECTION WITH THIS AGREEMENT, EXCEPT WHETHER SUCH DAMAGES ARE BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY OF LIABILITY. THESE LIMITATIONS SHALL APPLY EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. THE PARTIES ACKNOWLEDGE THAT SUCH LIMITATION SHALL NOT APPLY TO DAMAGES PAID OR PAYABLE THE LIMITATIONS ON POTENTIAL LIABILITIES SET FORTH HEREIN ARE AN ESSENTIAL ELEMENT IN THE CONSIDERATION PROVIDED BY EACH PARTY UNDER THIS AGREEMENT. [***] DENOTES CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A THIRD PARTY BY AN INDEMNIFIED PARTY REQUEST FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDER.CONFIDENTIAL TREATMENT MICRON / NTC CONFIDENTIAL ARTICLE 8

Limitation of Liability. IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER HEREUNDER FOR ANY LOST PROFITS, LOSS OF DATA, OR FOR ANY OTHER INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING IN ANY WAY OUT OF THIS AGREEMENT UNDER ANY CAUSE OF ACTION, OTHER THAN (i) IN CONNECTION WITH RESPECT TO THE SONICS’ INDEMNIFICATION OBLIGATIONS OF EACH PARTY UNDER SECTION 10.18, (ii) FOR A MATERIAL BREACH BY EITHER PARTY OF THE CONFIDENTIALITY PROVISIONS OF THIS AGREEMENT, EVEN IF SUCH CONFIDENTIAL/EXECUTION COPY PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT IN CONNECTIONWITH SONICS’ INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY UNDER ANY LEGAL THEORY RELATED TO THIS AGREEMENT EXCEED THE AMOUNT PAID BY BROADCOM TO SONICS HEREUNDER, PROVIDED, HOWEVER, THAT NOTHING IN THE FOREGOING SECTION SHALL OPERATE TO DEPRIVE EITHER PARTY (OR OF ANY OF ITS AFFILIATES OR SUBCONTRACTORS) BE LIABLE TO THE OTHER PARTY FOR, NOR SHALL ANY PARTY HAVE THE RIGHT TO RECOVER, ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS REMEDIES OR DAMAGES THEY ARE OR MAY BE ENTITLED TO FOR LOST OPPORTUNITIES)THE MISAPPROPRIATION OF TRADE SECRETS, WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF (x) THE MANUFACTURE OR USE INFRINGEMENT OF ANY PRODUCT SUPPLIED HEREUNDER PATENTS, COPYRIGHTS OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT TO THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION SHALL NOT APPLY TO DAMAGES PAID OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERTRADEMARKS.

Limitation of Liability. EXCEPT FOR LOSSES OR DAMAGE DIRECTLY OR INDIRECTLY INCLUDED IN THE LIQUIDATED DAMAGES, COVERED BY INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT RELATED TO THIRD PARTY CLAIMS, ASSESSED BY GOVERNMENTAL AUTHORITIES AS A RESULT OF THE FACILITY FAILING TO BE SB 859 COMPLIANT, OR OTHER THAN WITH RESPECT TO THE OBLIGATIONS OF EACH PARTY UNDER SECTION 10.1SPECIFIC CHARGES EXPRESSLY PROVIDED FOR HEREIN, IN NO EVENT SHALL EITHER PARTY (OR ANY OR, IN THE CASE OF BUYER, ITS AFFILIATES OR SUBCONTRACTORS) INDEMNITEES, BE LIABLE TO THE OTHER PARTY FOR, NOR SHALL ANY PARTY HAVE THE RIGHT TO RECOVER, ANY FOR SPECIAL, INCIDENTAL, EXEMPLARY, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES, LOST PROFITS OR OTHER COSTS, BUSINESS INTERRUPTION DAMAGES FOR LOST OPPORTUNITIES), WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY RELATED TO OR OTHERWISE, ARISING OUT OF (x) THE MANUFACTURE A PARTY’S PERFORMANCE OR USE NON-PERFORMANCE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT TO THIS AGREEMENT, EXCEPT WHETHER BASED ON OR CLAIMED UNDER STATUTE, CONTRACT, TORT (INCLUDING SUCH PARTY’S OWN NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY AT LAW OR IN EQUITY. IT IS THE INTENT OF THE PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR CAUSES OF SUCH LIMITATION SHALL NOT APPLY TO DAMAGES PAID DAMAGES, INCLUDING THE NEGLIGENCE OF ANY PARTY, WHETHER SUCH NEGLIGENCE BE JOINT, CONTRIBUTORY, CONCURRENT, OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERACTIVE OR PASSIVE.

Limitation of Liability. OTHER THAN WITH RESPECT TO THE OBLIGATIONS OF EACH NEITHER PARTY UNDER SECTION 10.1, IN NO EVENT SHALL EITHER PARTY (OR NOR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) INDEMNIFIED PERSONS SHALL BE LIABLE TO THE OTHER PARTY FOR, NOR SHALL ANY PARTY HAVE THE RIGHT TO RECOVER, OR ITS INDEMNIFIED PERSONS FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT, INCIDENTAL, PUNITIVE INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS DAMAGES, OR, LOSSES OR DAMAGES FOR LOST OPPORTUNITIES)REVENUE, LOST INCOME, LOST PROFITS, LOST BUSINESS OR ANY BUSINESS INTERRUPTION WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY FORESEEABLE OR OTHERWISENOT, ARISING OUT OF (x) OF, OR IN CONNECTION WITH THIS AGREEMENT OR THE MANUFACTURE TRANSACTIONS OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY OF RELATIONSHIP BETWEEN THE PROVISIONS OF PARTIES CONTEMPLATED UNDER THIS AGREEMENT OR ANY REPRESENTATIONSCOPE OF WORK, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT TO THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION SHALL EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGES AND REGARDLESS OF ANY PRIOR COURSE OF DEALING BETWEEN THE PARTIES. THE FOREGOING LIMITATIONS DO NOT APPLY TO TO, OR LIMIT THE EXTENT OF A PARTY’S LIABILITY FOR INDEMNITY CLAIMS ARISING OUT OF CLAIMS BY THIRD PARTIES OR FOR DAMAGES PAID OR PAYABLE TO CAUSED BY A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERPARTY’S INTENTIONAL MISCONDUCT.

Limitation of Liability. OTHER THAN WITH RESPECT NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EXCEPT FOR THE PARTIES’ INDEMNIFICATION OBLIGATIONS AND LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR BREACH OF EACH PARTY UNDER SECTION 10.1A PARTY’S CONFIDENTIALITY OBLIGATIONS HEREUNDER, IN NO EVENT SHALL EITHER PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) BE LIABLE TO THE OTHER PARTY FOR, NOR SHALL OR BEAR ANY PARTY HAVE THE RIGHT TO RECOVEROBLIGATION IN RESPECT OF, ANY SPECIAL, INDIRECTCONSEQUENTIAL, INCIDENTAL, PUNITIVE PUNITIVE, EXEMPLARY OR CONSEQUENTIAL INDIRECT DAMAGES (INCLUDING OF ANY KIND OR CHARACTER, OR ANY DAMAGES RELATING TO OR ARISING OUT OF LOST PROFITS PROFITS, LOSS OF DATA, LOSS IN VALUE, LOSS OF GOODWILL, LOSS OF OPPORTUNITY OR DAMAGES FOR LOST OPPORTUNITIES)LIMITATIONS OR RESTRICTIONS ON BUSINESS PRACTICES, WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISEHOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, ARISING OUT OF (x) THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT TO CONNECTION WITH THIS AGREEMENT, EXCEPT THAT WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIMITATION SHALL NOT APPLY TO DAMAGES PAID OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERDAMAGES.

Limitation of Liability. OTHER THAN WITH RESPECT TO THE EXCEPT FOR LIABILITY ARISING OUT OF A BREACH BY EITHER PARTY OF SECTION 9 (CONFIDENTIALITY), OR LIABILITY ARISING OUT OF OBLIGATIONS OF EACH PARTY UNDER SECTION 10.18 (INDEMNIFICATION) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING ANY LOST DATA OR LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE USE OF OR INABILITY TO USE CARECERT ES OR ANY SERVICES PROVIDED HEREUNDER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR LIABILITY ARISING OUT OF EITHER PARTY'S OBLIGATIONS UNDER SECTION 8 (INDEMNIFICATION), OR LIABILITY ARISING OUT OF OBLIGATIONS UNDER SECTION 9 (CONFIDENTIALITY), IN NO EVENT SHALL WILL EITHER PARTY (PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE USE OF OR INABILITY TO USE CARECERT ES OR ANY SERVICES PROVIDED HEREUNDER, REGARDLESS OF ITS AFFILIATES OR SUBCONTRACTORS) BE LIABLE TO THE OTHER PARTY FOR, NOR SHALL ANY PARTY HAVE THE RIGHT TO RECOVER, ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR DAMAGES FOR LOST OPPORTUNITIES)FORM OF ACTION, WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY TORT OR OTHERWISE, ARISING OUT OF (x) THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT TO THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION SHALL NOT APPLY TO DAMAGES PAID OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDEREXCEED [ * * * * ] .

Limitation of Liability. NO CLAIM SHALL BE MADE BY ANY PARTY HERETO, OR ANY OF SUCH PARTY’S AFFILIATES, DIRECTORS, EMPLOYEES, ATTORNEYS OR AGENTS AGAINST ANY OTHER THAN WITH RESPECT TO THE OBLIGATIONS OF EACH PARTY UNDER SECTION 10.1, IN NO EVENT SHALL EITHER PARTY (HERETO OR ANY OF ITS AFFILIATES AFFILIATES, DIRECTORS, EMPLOYEES, ATTORNEYS OR SUBCONTRACTORS) BE LIABLE TO THE OTHER PARTY FOR, NOR SHALL ANY PARTY HAVE THE RIGHT TO RECOVER, AGENTS FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS WHETHER OR DAMAGES FOR LOST OPPORTUNITIES), WHETHER IN NOT THE CLAIM THEREFOR IS BASED ON CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY DUTY IMPOSED BY LAW OR OTHERWISE), IN CONNECTION WITH, ARISING OUT OF (x) OR IN ANY WAY RELATED TO THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER COLLATERAL DOCUMENTS OR ANY REPRESENTATIONACT OR OMISSION OR EVENT OCCURRING IN CONNECTION THEREWITH; AND EACH PARTY HEREBY WAIVES, WARRANTY RELEASES AND AGREES NOT TO XXX UPON ANY SUCH CLAIM FOR ANY SUCH SPECIAL, INDIRECT, CONSEQUENTIAL OR COVENANT CONTAINED PUNITIVE DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN OR MADE PURSUANT TO THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION SHALL NOT APPLY TO DAMAGES PAID OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDER.ITS FAVOR. [remainder of page intentionally blank]

Limitation of Liability. OTHER THAN WITH RESPECT TO THE OBLIGATIONS OF EACH NEITHER PARTY UNDER SECTION 10.1, IN NO EVENT SHALL EITHER PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) WILL BE LIABLE TO THE OTHER PARTY FORFOR ANY PUNITIVE, NOR SHALL EXEMPLARY OR OTHER SPECIAL DAMAGES, OR ANY PARTY HAVE THE RIGHT TO RECOVER, ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE INCIDENTAL OR CONSEQUENTIAL DAMAGES, REGARDLESS OF WHETHER SUCH DAMAGES (INCLUDING LOST PROFITS OR DAMAGES FOR LOST OPPORTUNITIES), WHETHER ARE BASED IN CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF (x) THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT NEGLIGENCE OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT TO THIS AGREEMENTOTHER THEORY, EXCEPT THAT SUCH LIMITATION SHALL NOT APPLY (A) TO DAMAGES THE EXTENT AWARDED BY A COURT OF COMPETENT JURISDICTION OR PAID OR PAYABLE IN AN AGREED UPON SETTLEMENT (IN COMPLIANCE WITH THE INDEMNIFICATION PROCEDURES IN SECTION 5.3) TO A THIRD PARTY BY AN IN CONNECTION WITH A THIRD PARTY CLAIM THAT IS INDEMNIFIED PARTY PURSUANT TO ARTICLE VI; (B) FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED CLAIMS BASED ON A BREACH OF ARTICLE VIII HEREUNDER; (C) WITH RESPECT TO INDEMNIFICATION HEREUNDERPURCHASER’S OR ITS AFFILIATES’ LOSS OF FUTURE REVENUE, INCOME OR PROFITS, OR ANY DIMINUTION OF VALUE, ARISING FROM SERVICE PROVIDER’S OR ANY OF ITS AFFILIATES’ BREACH OF THIS AGREEMENT; OR (D) FOR CLAIMS BASED ON A PARTY’S INTENTIONAL BREACH OF THIS AGREEMENT, GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT.

Limitation of Liability. OTHER THAN WITH RESPECT TO EXCEPT AS PROVIDED IN THE OBLIGATIONS NON-CONFORMING GAS/CONDENSATE SECTIONS OF EACH PARTY UNDER SECTION 10.1ARTICLE IX, QUALITY, HEREOF, IN NO EVENT SHALL WILL EITHER PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) BE LIABLE TO THE OTHER PARTY FOR, NOR SHALL ANY PARTY HAVE THE RIGHT TO RECOVER, FOR EXEMPLARY OR PUNITIVE DAMAGES OR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, COST OF CAPITAL, CANCELLATION OF PERMITS OR LEASES, TERMINATION OF CONTRACTS, TORT CLAIMS, OR LOST PRODUCTION PRIOR TO DELIVERY TO GATHERER, IRRESPECTIVE OF WHETHER CLAIMS FOR SUCH DAMAGES FOR LOST OPPORTUNITIES)ARE BASED UPON TORT, WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE; PROVIDED, ARISING OUT OF (x) HOWEVER, THIS WAIVER SHALL NOT BE CONSTRUED TO LIMIT ANY INDEMNIFIED PARTY’S ABILITY TO RECOVER UNDER THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF INDEMNIFICATIONS SET FORTH IN THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT WITH RESPECT TO THIS AGREEMENT, EXCEPT THAT CLAIMS OF NON-AFFILIATED THIRD PERSONS BROUGHT AGAINST SUCH LIMITATION SHALL NOT APPLY TO DAMAGES PAID OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERPARTY.

Limitation of Liability. OTHER THAN WITH RESPECT EXCEPT TO THE OBLIGATIONS OF EACH PARTY UNDER SECTION 10.1, IN NO EVENT SHALL EITHER PARTY (EXTENT CAUSED BY A PARTY'S OR ANY OF ITS AFFILIATES' WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES OR SUBCONTRACTORS) WILL BE LIABLE TO THE OTHER PARTY FOR, NOR SHALL ANY PARTY HAVE THE RIGHT TO RECOVER, ANY FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS DAMAGES, OR DAMAGES FOR LOST OPPORTUNITIES)PROFITS, WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF (xa) THE MANUFACTURE DEVELOPMENT, MANUFACTURE, USE OR SALE OF THE INGREDIENTS UNDER THIS AGREEMENT, (b) THE USE OF ANY PRODUCT SUPPLIED HEREUNDER OR REFERENCE TO THE EITHER PARTY'S BACKGROUND INTELLECTUAL PROPERTY, FIRMENICH NON-PROJECT INTELLECTUAL PROPERTY, OR COLLABORATION INTELLECTUAL PROPERTY, OR (yc) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED AGREEMENT. THE LIMITATIONS IN OR MADE PURSUANT TO THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION SHALL SECTION 19 WILL NOT APPLY TO DAMAGES PAID OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO EITHER PARTY'S INDEMNIFICATION HEREUNDEROBLIGATIONS UNDER THIS AGREEMENT.

Limitation of Liability. OTHER THAN WITH RESPECT TO THE OBLIGATIONS OF EACH PARTY UNDER SECTION 10.1, IN NO EVENT SHALL EITHER PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) BE LIABLE TO THE OTHER PARTY FOR, NOR SHALL ANY PARTY HAVE THE RIGHT TO RECOVER, ANY SPECIAL, FOR (I) INDIRECT, INCIDENTAL, PUNITIVE CONSEQUENTIAL, SPECIAL OR CONSEQUENTIAL EXEMPLARY DAMAGES (INCLUDING LOST PROFITS ARISING FROM SUCH PARTY'S PERFORMANCE OR DAMAGES FOR LOST OPPORTUNITIES), WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF (x) THE MANUFACTURE OR USE OF NON-PERFORMANCE UNDER ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS PROVISION OF THIS AGREEMENT OR THE PROVISION OF SUCH PARTY'S SERVICES (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS, OR (II) ANY REPRESENTATIONAMOUNT IN EXCESS OF THE AMOUNT PAYABLE BY PARTNER DURING THE FIRST YEAR OF THE TERM. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT TO THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION SECTION SHALL NOT APPLY LIMIT EITHER PARTY'S LIABILITY TO DAMAGES PAID THE OTHER FOR NEGLIGENTLY CAUSE DEATH OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY PERSONAL INJURY OR FRAUD NOR ITS LIABILITY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO WILLFUL AND MALICIOUS MISCONDUCT, BREACH OF CONFIDENTIALITY OBLIGATIONS, OR FULFILLMENT OF ANY INDEMNIFICATION OBLIGATIONS HEREUNDER.

Limitation of Liability. NOTWITHSTANDING ANY OTHER THAN WITH RESPECT PROVISION OF THIS AGREEMENT TO THE OBLIGATIONS OF EACH CONTRARY, NEITHER PARTY UNDER SECTION 10.1, IN NO EVENT SHALL EITHER PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) BE LIABLE TO THE OTHER PARTY FORFOR ANY: (A) SPECULATIVE OR REMOTE DAMAGES, NOR SHALL ANY PARTY HAVE THE RIGHT TO RECOVER, ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR DAMAGES FOR LOST OPPORTUNITIES), WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISEPROFITS, ARISING OUT OF OR IN CONNECTION WITH A BREACH OF THIS AGREEMENT; OR, (x) THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (yB) ANY BREACH DAMAGES ARISING OUT OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF IN CONNECTION WITH THIS AGREEMENT IN EXCESS OF $1,500,000. THESE LIMITATIONS APPLY REGARDLESS OF WHETHER THE ACTION OR ANY REPRESENTATIONCLAIM IS BASED IN CONTRACT, WARRANTY EQUITY, TORT, OR COVENANT CONTAINED IN OR MADE PURSUANT TO THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION OTHERWISE. THESE LIMITATIONS SHALL NOT APPLY TO DAMAGES PAID TO: (A) ANY OBLIGATION OF INDEMNIFICATION SET FORTH IN THIS AGREEMENT; (B) ANY CLAIM OR PAYABLE TO DAMAGE CAUSED BY A THIRD PARTY PARTY'S GROSS NEGLIGENCE OR WILFUL MISCONDUCT; OR (C) ANY CLAIM OR DAMAGE CAUSED BY AN INDEMNIFIED PARTY XXXXXX'S BREACH OF ITS OBLIGATIONS OF CONFIDENTIALITY SET FORTH IN THIS AGREEMENT. NOTHING IN THIS SECTION OR IN THIS AGREEMENT SHALL BE CONSTRUED AS A WAIVER OF THE LIMIT ON CITIZENS' LIABILITY FOR WHICH TORT CLAIMS UNDER SECTION 768.28, FLORIDA STATUTES. THIS SECTION SHALL SURVIVE THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERTERMINATION OF THIS AGREEMENT.

Limitation of Liability. OTHER THAN WITH RESPECT TO THE OBLIGATIONS OF EACH PARTY UNDER SECTION 10.1, IN NO EVENT SHALL EITHER PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) BE LIABLE TO THE OTHER PARTY UNDER ANY THEORY FOR, NOR SHALL ANY INDEMNIFIED PARTY HAVE THE RIGHT TO RECOVER, ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES OR ANY PUNITIVE DAMAGES OR CONSEQUENTIAL ANY LOST PROFIT, LOST SALE OR LOST OPPORTUNITY DAMAGES (INCLUDING LOST PROFITS WHETHER SUCH CLAIMED DAMAGES ARE DIRECT OR DAMAGES FOR LOST OPPORTUNITIESINDIRECT), WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY ARISING DIRECTLY OR OTHERWISE, ARISING INDIRECTLY OUT OF (xA) THE MANUFACTURE OR USE OF ANY PRODUCT COMPOUND SUPPLIED HEREUNDER OR (yB) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT TO THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION SHALL NOT APPLY TO DAMAGES PAID OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERHEREUNDER OR WITH RESPECT TO DAMAGES ARISING OUT OF OR RELATED TO A PARTY’S BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT WITH RESPECT TO [***].

Limitation of Liability. OTHER THAN WITH RESPECT TO THE OBLIGATIONS EXCEPT FOR A BREACH OF EACH PARTY UNDER SECTION 10.1ARTICLE 7 OR FOR ACTS OF GROSS NEGLIGENCE OR WRONGFUL INTENTIONAL ACTS OR OMISSIONS, IN NO EVENT SHALL EITHER PARTY (OR NEITHER BETTA NOR EYEPOINT, NOR ANY OF ITS THEIR AFFILIATES OR SUBCONTRACTORS) SUBLICENSEES SHALL BE LIABLE TO THE OTHER PARTY FORPARTY, NOR SHALL ITS AFFILIATES OR ANY PARTY HAVE THE RIGHT TO RECOVER, OF THEIR SUBLICENSEES FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, RELIANCE OR PUNITIVE CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY “[***]”, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONSEQUENTIAL CONFIDENTIAL. DAMAGES (INCLUDING OR LOST PROFITS OR DAMAGES FOR LOST OPPORTUNITIES)IMPUTED PROFITS, WHETHER LIABILITY IS ASSERTED IN CONTRACT, WARRANTYTORT (INCLUDING NEGLIGENCE AND STRICT PRODUCT LIABILITY), NEGLIGENCEINDEMNITY OR CONTRIBUTION, TORTAND IRRESPECTIVE OF WHETHER THAT PARTY OR ANY REPRESENTATIVE OF THAT PARTY HAS BEEN ADVISED OF, STRICT LIABILITY OR OTHERWISEOTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF, ARISING OUT ANY SUCH LOSS OR DAMAGE; PROVIDED, THAT THIS LIMITATION WILL NOT LIMIT THE INDEMNIFICATION OBLIGATION OF (x) THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY OF A PARTY UNDER THE PROVISIONS OF THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT TO THIS AGREEMENT, EXCEPT THAT ARTICLE 9 FOR SUCH LIMITATION SHALL NOT APPLY TO DAMAGES PAID OR PAYABLE TO CLAIMED BY A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERPARTY.

Limitation of Liability. OTHER THAN EXCEPT IN CONNECTION WITH RESPECT TO THE OBLIGATIONS OF EACH PARTY UNDER SECTION 10.1XXXXXXXXX’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS: (I) IN NO EVENT SHALL EITHER PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) WILL HONORLOCK BE LIABLE TO THE YOU OR ANY OTHER PARTY FOR, NOR SHALL FOR ANY PARTY HAVE THE RIGHT TO RECOVER, ANY SPECIALINCIDENTAL, INDIRECT, INCIDENTALCONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR DAMAGES FOR LOST OPPORTUNITIES), WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF (x) THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER KIND ARISING FROM OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT RELATING TO THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION SHALL ANY ORDER FORM, OR ANY STATEMENT OF WORK REGARDLESS OF WHETHER HONORLOCK WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF; AND (II) HONORLOCK’S AGGREGATE LIABILITY FOR DIRECT DAMAGES UNDER THIS AGREEMENT, ANY ORDER FORM, OR ANY STATEMENT OF WORK WILL NOT APPLY EXCEED THE FEES PAID BY YOU UNDER THE APPLICABLE ORDER FORM OR STATEMENT OF WORK DURING THE PERIOD TWELVE (12) MONTHS PRIOR TO DAMAGES PAID OR PAYABLE THE EVENT GIVING RISE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERCLAIM.

Limitation of Liability. OTHER THAN WITH RESPECT TO THE EXCEPT FOR A BREACH OF ARTICLE 7, A PARTY’S INDEMNIFICATION OBLIGATIONS OF EACH PARTY UNDER SECTION 10.18.1 OR 8.2, IN NO EVENT SHALL EITHER PARTY OR FOR ACTS OF GROSS NEGLIGENCE OR WRONGFUL INTENTIONAL ACTS OR OMISSIONS, (OR A) NEITHER PARTY, NOR ANY OF ITS THEIR AFFILIATES OR SUBCONTRACTORS) SHALL BE LIABLE TO THE OTHER PARTY FOROR ITS AFFILIATES FOR ANY INDIRECT, NOR SHALL CONSEQUENTIAL, SPECIAL, RELIANCE OR PUNITIVE DAMAGES, WHETHER LIABILITY IS ASSERTED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCT LIABILITY), AND IRRESPECTIVE OF WHETHER THAT PARTY OR ANY REPRESENTATIVE OF THAT PARTY HAS BEEN ADVISED OF, OR OTHERWISE MIGHT HAVE ANTICIPATED THE RIGHT TO RECOVERPOSSIBILITY OF, ANY SPECIALSUCH LOSS OR DAMAGE, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES AND (INCLUDING LOST PROFITS OR DAMAGES FOR LOST OPPORTUNITIES), WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF (xB) THE MANUFACTURE OR USE ENTIRE LIABILITY OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF OR FAILURE EITHER PARTY TO PERFORM ANY THE OTHER IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED, IN THE AGGREGATE, ALL OF THE PROVISIONS OF THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT TO THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION SHALL NOT APPLY TO DAMAGES AMOUNTS PAID OR PAYABLE BY THE PURCHASER TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED SELLER (INCLUDING THE FAIR MARKET VALUE OF ANY EQUITY OF THE PURCHASER ISSUED TO INDEMNIFICATION HEREUNDERTHE SELLER UNDER SECTION 3.1) UNDER THE TRANSACTION DOCUMENTS AS OF THE DATE OF THE ALLEGED BREACH.

Limitation of Liability. OTHER THAN TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT WITH RESPECT TO THE (i) A PARTY’S CONFIDENTIALITY OBLIGATIONS IN SECTION 6 OF EACH PARTY UNDER SECTION 10.1THIS AGREEMENT OR (ii) A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR INTENTIONAL BREACH, IN NO EVENT SHALL EITHER WILL A PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) BE LIABLE TO THE OTHER PARTY FOR, NOR SHALL HEREUNDER FOR ANY PARTY HAVE THE RIGHT TO RECOVER, LOST PROFITS OR ANY SPECIAL, INCIDENTAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR DAMAGES FOR LOST OPPORTUNITIES), WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF (x) THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) KIND, HOWEVER CAUSED AND ON ANY BREACH THEORY OF OR FAILURE TO PERFORM ANY LIABILITY, IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE PROVISIONS POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT WITH RESPECT TO (i) A PARTY’S CONFIDENTIALITY OBLIGATIONS IN SECTION 6 OF THIS AGREEMENT OR (ii) A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR INTENTIONAL BREACH, IN NO EVENT SHALL A PARTY’S LIABILITY FOR ANY REPRESENTATION, WARRANTY CLAIM ARISING OUT OF OR COVENANT CONTAINED IN CONNECTION WITH THIS AGREEMENT OR MADE PURSUANT TO THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION SHALL NOT APPLY TO DAMAGES PAID OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERANY SERVICE PROVIDED HEREUNDER EXCEED $1,000,000.

Limitation of Liability. OTHER THAN EXCEPT FOR A BREACH BY EITHER PARTY IN CONNECTION WITH RESPECT TO THE EACH PARTY’S INDEMNIFICATION OR CONFIDENTIALITY OBLIGATIONS SET FORTH UNDER THIS AGREEMENT, OR ACTS OF EACH PARTY UNDER SECTION 10.1GROSS NEGLIGENCE OR WILLFUL MISCONDUCT (“CARVEOUT CLAIMS”), IN NO EVENT SHALL EITHER PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) BE LIABLE TO THE OTHER PARTY FOR, NOR SHALL ANY PARTY HAVE THE RIGHT TO RECOVER, ANY SPECIALFOR INCIDENTAL, INDIRECT, INCIDENTALSPECIAL OR PUNITIVE DAMAGES (INCLUDING, PUNITIVE WITHOUT LIMITATION, LOST PROFITS, REVENUES OR DATA) OR CONSEQUENTIAL DAMAGES FROM ANY CAUSES OF ACTION OF ANY KIND WITH RESPECT TO THIS AGREEMENT WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING LOST PROFITS OR DAMAGES FOR LOST OPPORTUNITIESNEGLIGENCE), WHETHER IN CONTRACTSTRICT LIABILITY, BREACH OF WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY FAILURE OF ESSENTIAL PURPOSE OR OTHERWISE, ARISING OUT OF (x) THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY WHETHER A PARTY HAS BEEN ADVISED OF THE PROVISIONS POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CC LLC’S TOTAL LIABILTY UNDER THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT TO EXCEED TWO TIMES THE AMOUNT OF THE AGREEMENT. ALL LIMITATIONS OF LIABILITY UNDER THIS SECTION 12 WILL APPLY EVEN IF THE REMEDIES OTHERWISE PROVIDED UNDER THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION SHALL NOT APPLY TO DAMAGES PAID AT LAW OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERIN EQUITY, FAIL OF THEIR ESSENTIAL PURPOSE.

Limitation of Liability. OTHER THAN WITH RESPECT TO THE OBLIGATIONS OF EACH PARTY UNDER SECTION 10.1, IN NO EVENT SHALL EITHER WILL ANY PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) BE LIABLE TO THE OTHER PARTY FOR, NOR SHALL INDEMNIFIED PARTIES FOR ANY PARTY HAVE THE RIGHT TO RECOVER, ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE PUNITIVE, OR CONSEQUENTIAL DAMAGES (OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOST PROFITS REVENUES, PROFITS, OR DAMAGES GOODWILL, FOR LOST OPPORTUNITIES)ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OR NONPERFORMANCE OF THIS AGREEMENT, WHETHER IN SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY TORT OR OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING EXCLUSIONS SHALL NOT APPLY TO: ANY PARTY’S LIABILITY TO THE OTHER PARTIES FOR SUCH PARTY’S VIOLATION OF THE CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING THE OBLIGATIONS SET FORTH IN SECTION 2.7 (DATA SHARING) OR ARTICLE VI (CONFIDENTIALITY); ANY PARTY’S LIABILITY TO THE OTHER PARTIES FOR SUCH PARTY’S VIOLATION OF THE DPA; OR INDEMNITOR’S OBLIGATION UNDER THIS AGREEMENT TO INDEMNIFY THE INDEMNIFIED PARTIES FOR LOSSES ARISING OUT OF (x) THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT TO THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION SHALL NOT APPLY TO DAMAGES PAID OR PAYABLE TO A THIRD THIRD- PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERCLAIMS.

Limitation of Liability. OTHER THAN WITH RESPECT TO THE OBLIGATIONS EXCEPT FOR EITHER PARTY’S (OR ANY AFFILIATE’S) BREACH OF EACH PARTY SECTION 7, OR A PARTY’S (OR ANY AFFILIATE’S) OBLIGATION UNDER SECTION 10.19, (A) IN NO EVENT SHALL WILL EITHER PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORSAFFILIATE) BE LIABLE TO THE OTHER PARTY FOR, NOR SHALL (OR ANY PARTY HAVE THE RIGHT TO RECOVER, AFFILIATE) FOR ANY SPECIAL, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE OR CONSEQUENTIAL DAMAGES (DAMAGES, INCLUDING LOST PROFITS OR DAMAGES .GOODWILL, FOR LOST OPPORTUNITIES)ANY MATTER ARISING OUT OF OR RELATING TO THE AGREEMENT, WHETHER IN CONTRACT, WARRANTYTORT OR OTHERWISE EVEN IF SUCH PARTY (OR THE APPLICABLE AFFILIATE) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, NEGLIGENCE, TORT, STRICT AND (B) EACH PARTY’S (OR ANY AFFILIATE’S) MAXIMUM CUMULATIVE LIABILITY OR OTHERWISE, FOR ANY CLAIMS ARISING OUT OF (x) THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF OR FAILURE RELATED TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT WILL BE LIMITED TO THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION SHALL NOT APPLY TO DAMAGES THE AMOUNT PAID OR PAYABLE BY SUCH PARTY (OR THE APPLICABLE AFFILIATE) UNDER THE IO GIVING RISE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERLIABILITY.

Limitation of Liability. THE REMEDIES PROVIDED IN THIS AGREEMENT ARE THE SOLE AND EXCLUSIVE REMEDIES OF THE PARTIES. NEITHER PARTY SHALL IN ANY EVENT BE LIABLE TO THE OTHER, OR TO ANY LICENSEE, SUBLICENSEE, OR CUSTOMER OF THE OTHER THAN WITH RESPECT PARTY UNDER THIS AGREEMENT FOR LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE OR OF DATA, OR FOR ANY INTERRUPTION OF BUSINESS. NEITHER PARTY SHALL IN ANY EVENT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND ARISING UNDER AND OUT OF THIS AGREEMENT, WHETHER IN A CONTRACT, TORT OR OTHER ACTION FOR OR ARISING OUT OF ALLEGED BREACH OF WARRANTY, ALLEGED BREACH OF CONTRACT, DELAY, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE. EXCEPT AS TO THE OBLIGATIONS OF EACH PARTY UNDER SECTION 10.1CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) BE LIABLE UNDER THIS AGREEMENT TO THE OTHER PARTY FOROTHER, NOR SHALL ITS SUCCESSORS AND ASSIGNS FOR ANY PARTY HAVE THE RIGHT TO RECOVER, ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR DAMAGES FOR LOST OPPORTUNITIES), WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF (x) THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS EXCEEDING TOTAL PAYMENTS PAID BY VIRTUE OF THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT TO THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION SHALL NOT APPLY TO DAMAGES PAID OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDER.

Limitation of Liability. OTHER THAN WITH RESPECT TO THE OBLIGATIONS EXCEPT FOR BODILY INJURY OF EACH A PERSON, NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR OTHERWISE, NEITHER PARTY UNDER SECTION 10.1, IN NO EVENT SHALL EITHER PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) WILL BE LIABLE TO THE OTHER PARTY FOR, NOR SHALL WITH RESPECT TO ANY PARTY HAVE THE RIGHT TO RECOVER, SUBJECT MATTER OF THIS AGREEMENT UNDER ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR DAMAGES FOR LOST OPPORTUNITIES), WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISEOTHER LEGAL FORM OF ACTION OR EQUITABLE THEORY FOR (I) ANY AMOUNTS IN EXCESS, ARISING OUT IN THE AGGREGATE, OF THE FEES PAID TO SERVICE PROVIDER HEREUNDER DURING THE TWELVE-MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION AROSE, (xII) THE MANUFACTURE ANY INDIRECT, EXEMPLARY, SPECIAL, INCIDENTAL OR USE CONSEQUENTIAL DAMAGES OR LOST DATA OR LOSS PROFITS OR FOR LOSS OR CORRUPTION OF ANY PRODUCT SUPPLIED HEREUNDER DATA OR INTERRUPTION OF USE, (III) COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES, OR (yIV) ANY BREACH OF OR FAILURE TO PERFORM ANY MATTER BEYOND SUCH PARTY’S REASONABLE CONTROL, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE PROVISIONS POSSIBILITY OF THIS AGREEMENT SUCH LOSS OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT TO THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION SHALL NOT APPLY TO DAMAGES PAID OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERDAMAGE.

Limitation of Liability. OTHER THAN EXCEPT WITH RESPECT TO THE A PARTY’S INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS OF EACH OR A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY UNDER SECTION 10.1, IN NO EVENT SHALL EITHER PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) BE LIABLE TO THE OTHER PARTY FOROTHER, NOR SHALL ANY PARTY HAVE REGARDLESS OF THE RIGHT TO RECOVER, ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR DAMAGES FOR LOST OPPORTUNITIES)FORM OF ACTION, WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY TORT OR OTHERWISE, FOR ANY LOST PROFITS, BUSINESS INTERRUPTION, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF (x) THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT RELATING TO THIS AGREEMENT, EXCEPT THAT EVEN IF SUCH LIMITATION SHALL NOT APPLY TO PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES PAID OR PAYABLE TO LIABILITY. FOR CLARITY, ANY DAMAGES AWARDED AGAINST EITHER PARTY BASED ON A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED CLAIM SUBJECT TO INDEMNIFICATION HEREUNDERUNDER SECTION 18 SHALL BE CONSIDERED DIRECT DAMAGES, NOTWITHSTANDING A DIFFERENT CLASSIFICATION (E.G., CONSEQUENTIAL, INDIRECT, ETC.) IN THE AWARD AND SHALL THEREFORE BE EXCLUDED FROM THE LIMITATIONS IN THIS SECTION.

Limitation of Liability. OTHER THAN WITH RESPECT TO THE OBLIGATIONS OF EACH ​ NEITHER PARTY UNDER SECTION 10.1, IN NO EVENT SHALL EITHER PARTY (OR NOR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) SHALL BE LIABLE TO THE OTHER PARTY FORIN CONTRACT, NOR SHALL ANY PARTY HAVE THE RIGHT TO RECOVERTORT, NEGLIGENCE, BREACH OF STATUTORY DUTY OR OTHERWISE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOST FOR ANY INDIRECT ECONOMIC LOSS OR INDIRECT LOSS OF PROFITS OR DAMAGES FOR LOST OPPORTUNITIES), WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF (x) SUFFERED BY THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT TO THIS AGREEMENTOTHER PARTY, EXCEPT THAT TO THE EXTENT ANY SUCH LIMITATION SHALL NOT APPLY DAMAGES ARE REQUIRED TO DAMAGES BE PAID OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY AS PART OF A CLAIM FOR WHICH A PARTY PROVIDES ​ US 173051874v18 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. ​ INDEMNIFICATION UNDER THIS CLAUSE 12 OR TO THE INDEMNIFIED PARTY IS ENTITLED EXTENT THAT ANY SUCH DAMAGES ARISE FROM A PARTY’S BREACH OF ITS OBLIGATIONS PURSUANT TO INDEMNIFICATION HEREUNDER.CLAUSE 9 OR CLAUSE 11.3.1. ​

Limitation of Liability. OTHER THAN WITH RESPECT TO THE (a) NO CONSEQUENTIAL DAMAGES. EXCEPT FOR LIABILITY ARISING FROM OR RELATED TO: (A) BREACH OF EITHER PARTY’S OBLIGATIONS OF EACH PARTY UNDER SECTION 10.16 (CONFIDENTIAL INFORMATION), (B) CUSTOMER’S INFRINGEMENT OF HAZELCAST’S INTELLECTUAL PROPERTY OR EXCEEDING THE SCOPE OF THE LICENSES GRANTED IN THIS AGREEMENT AND ANY ORDER FORM, (C) INDEMNIFICATION OBLIGATIONS UNDER SECTION 9, OR (D) DAMAGES IN CONNECTION WITH EITHER PARTY’S FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) BE LIABLE TO THE OTHER PARTY FOR, NOR SHALL FOR ANY PARTY HAVE THE RIGHT TO RECOVER, ANY SPECIAL, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL RELIANCE DAMAGES (INCLUDING INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR DAMAGES FOR LOST OPPORTUNITIES), WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY ANTICIPATED REVENUES OR OTHERWISE, PROFITS) ARISING OUT OF (x) THE MANUFACTURE AGREEMENT OR CUSTOMER’S USE OF THE SERVICES, ON ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH THEORY OF OR FAILURE TO PERFORM ANY LIABILITY EVEN IF SUCH PARTY IS ADVISED OF THE PROVISIONS POSSIBILITY OF THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT TO THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION SHALL NOT APPLY TO DAMAGES PAID OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERDAMAGES.

Limitation of Liability. OTHER THAN WITH RESPECT TO THE OBLIGATIONS OF EACH PARTY UNDER SECTION 10.1, IN NO EVENT SHALL EITHER PARTY (OR ANY OF PARTY, ITS AFFILIATES AND ITS OR SUBCONTRACTORSTHEIR EMPLOYEES DIRECTORS, SUBCONTRACTORS OR AGENTS) BE LIABLE TO THE OTHER PARTY UNDER ANY THEORY FOR, NOR SHALL ANY INDEMNIFIED PARTY HAVE THE RIGHT TO RECOVER, ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES, ANY PUNITIVE DAMAGES, ANY LOST PROFIT, LOST SALE OR CONSEQUENTIAL LOST OPPORTUNITY DAMAGES (INCLUDING LOST PROFITS WHETHER SUCH CLAIMED DAMAGES ARE DIRECT OR DAMAGES FOR LOST OPPORTUNITIESINDIRECT), WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY ARISING DIRECTLY OR OTHERWISE, ARISING INDIRECTLY OUT OF (x) THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT RELATED TO THIS AGREEMENT, EXCEPT THAT THE ACTIVITIES TO BE CONDUCTED BY THE PARTIES HEREUNDER OR THE COLLABORATOR CLINICAL TRIAL (INCLUDING THE MSD COMPOUND STUDY). SUCH LIMITATION SHALL NOT APPLY TO DAMAGES PAID OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IT IS ENTITLED TO INDEMNIFICATION HEREUNDERHEREUNDER OR WITH RESPECT TO DAMAGES ARISING OUT OF OR RELATED TO A PARTY’S BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT WITH RESPECT TO USE, DISCLOSURE, LICENSE, [***].

Limitation of Liability. OTHER THAN WITH RESPECT TO WHILE NOTHING IN THIS AGREEMENT LIMITS OR EXCLUDES THE OBLIGATIONS LIABILITY OF EACH PARTY UNDER SECTION 10.1AED123 FOR DEATH OR PERSONAL INJURY RESULITNG FROM ITS GROSS NEGLIGENCE, FRAUD, OR FRAUDULENT MISREPRESENTATION, IN NO EVENT SHALL EITHER PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) BE LIABLE TO THE OTHER PARTY FOROR TO ANY THIRD PARTY FOR ANY LOSS OF USE, NOR SHALL REVENUE, OR PROFIT, OR FOR ANY PARTY HAVE THE RIGHT TO RECOVERCONSEQUENTIAL, ANY SPECIALINCIDENTAL, INDIRECT, INCIDENTALEXEMPLARY, SPECIAL, OR PUNITIVE OR CONSEQUENTIAL DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING LOST PROFITS OR DAMAGES FOR LOST OPPORTUNITIESNEGLIGENCE), WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT ANY PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. 15b. AGGREGATE LIABILTY. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF (x) THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT RELATED TO THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION SHALL NOT APPLY WHETHER ARISING OUT OF OR RELATED TO DAMAGES PAID BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY OTHERWISE, EXCEED THE TOTAL SERVICE FEES FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERINITIAL TERM.

Limitation of Liability. OTHER THAN WITH RESPECT TO THE OBLIGATIONS OF EACH FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY UNDER SECTION 10.1, IN NO EVENT SHALL EITHER PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) WILL BE LIABLE TO THE OTHER PARTY FOROR ANY OTHER PERSON FOR ANY CONSEQUENTIAL, NOR SHALL ANY PARTY HAVE THE RIGHT TO RECOVER, ANY SPECIALINCIDENTAL, INDIRECT, INCIDENTALEXEMPLARY, PUNITIVE SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ENHANCED DAMAGES, OR FOR ANY LOSS OF ACTUAL OR ANTICIPATED PROFITS (INCLUDING LOST PROFITS OR DAMAGES FOR LOST OPPORTUNITIESREGARDLESS OF HOW THESE ARE CLASSIFIED AS DAMAGES), WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF (x) THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR FAILURE TO PERFORM ANY STRICT LIABILITY), STATUTE, OR OTHERWISE (INCLUDING THE ENTRY INTO, PERFORMANCE, OR BREACH OF THIS AGREEMENT), REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER EITHER PARTY HAS BEEN ADVISED OF THE PROVISIONS POSSIBILITY OF THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT TO THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION SHALL DAMAGES. THE FOREGOING LIMITATIONS DO NOT APPLY TO DAMAGES PAID A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER THIS SECTION 5; (B) LOSSES ARISING OUT OF OR PAYABLE RELATING TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERPARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 2 HEREOF.

Limitation of Liability. OTHER THAN WITH RESPECT TO THE OBLIGATIONS OF EACH NEITHER PARTY UNDER SECTION 10.1, IN NO EVENT SHALL EITHER PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) BE LIABLE TO THE OTHER PARTY FOR, NOR SHALL FOR ANY PARTY HAVE THE RIGHT TO RECOVER, ANY SPECIAL, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS (INCLUDING LOST PROFITS OTHERWISE THAN IN RESPECT OF ANY OBLIGATION TO PAY THE FEES OR DAMAGES FOR LOST OPPORTUNITIESCOMMISSIONS DUE TO SUPPLIER), WHETHER SAVINGS, REVENUE, BUSINESS OR DATA, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN CONTRACTADDITION, WARRANTY, NEGLIGENCE, TORT, STRICT DISTRIBUTOR’S LIABILITY OR OTHERWISETO SUPPLIER, ARISING OUT OF (x) THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT TO CONNECTION WITH THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION SHALL NOT EXCEED THE FEES AND COMMISSIONS DUE AND OWING BY DISTRIBUTOR TO SUPPLIER PURSUANT TO THE ORDER OUT OF WHICH THE LIABILITY AROSE. THE LIMITATIONS SET FORTH HEREIN SHALL NOT APPLY TO DAMAGES PAID THE PARTIES’ RESPECTIVE INDEMNIFICATION OBLIGATIONS SET FORTH IN THIS AGREEMENT, BREACH OF THE PARTIES’ RESPECTIVE CONFIDENTIALITY OBLIGATIONS OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH VIOLATION OF THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERPARTIES’ RESPECTIVE INTELLECTUAL PROPERTY RIGHTS.

Limitation of Liability. OTHER THAN EXCEPT WITH RESPECT TO (a) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THIS SECTION 8.1(a) WITH RESPECT TO THIRD PARTY CLAIMS, (b) EITHER PARTY’S INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF THE OTHER OR USE OF THE INTELLECTUAL PROPERTY RIGHTS OF THE OTHER IN ANY MANNER OR FOR ANY PURPOSE OR APPLICATION NOT EXPRESSLY PERMITTED BY THIS AGREEMENT, (c) EITHER PARTY’S BREACH OF THE CONFIDENTIALITY OBLIGATIONS OF EACH PARTY UNDER SECTION 10.1SET FORTH IN THIS AGREEMENT, OR (d) EITHER PARTY’S FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) BE LIABLE TO THE OTHER PARTY FORFOR INDIRECT, NOR SHALL ANY PARTY HAVE THE RIGHT TO RECOVER, ANY SPECIAL, INDIRECTEXEMPLARY, INCIDENTAL, PUNITIVE SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR DAMAGES COSTS, OR FOR LOST OPPORTUNITIES)OR DAMAGED DATA OR LOSS OF PROFIT OR GOODWILL, WHETHER IN CONTRACTFORESEEABLE OR NOT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF (x) THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE PROVISIONS POSSIBILITY OF THIS AGREEMENT SUCH DAMAGES OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT TO THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION SHALL NOT APPLY TO DAMAGES PAID OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERCOSTS.

Limitation of Liability. OTHER THAN WITH RESPECT TO THE OBLIGATIONS OF EACH PARTY UNDER SECTION 10.1, IN NO EVENT SHALL WILL EITHER PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) BE LIABLE TO THE OTHER PARTY FORFOR ANY INDIRECT, NOR SHALL ANY PARTY HAVE THE RIGHT TO RECOVER, ANY SPECIAL, INDIRECTPUNITIVE, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS IN CONNECTION WITH ANY CLAIM THAT ARISES FROM OR DAMAGES FOR LOST OPPORTUNITIES), WHETHER RELATES IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF (x) THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT WAY TO THIS AGREEMENT, EXCEPT THAT REGARDLESS OF THE FORM OF ACTION ALLEGED, EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIMITATION DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED OR EXCLUSIVE REMEDY OF ANY KIND. OPAQ SHALL NOT APPLY BE LIABLE, IN CONTRACT, TORT OR ANY OTHER THEORY FOR: (A) UNAUTHORIZED ACCESS, ALTERATION, THEFT, CORRUPTION OR DESTRUCTION OF OR TO DAMAGES PAID CUSTOMER’S OR PAYABLE ITS END USERS’ OR OTHER PARTIES’ COMPUTER FILES, DATABASES, NETWORK, TRANSMISSION FACILITIES OR EQUIPMENT; OR (B) THE CONTENT, ACCURACY OR COMPLETENESS OF ANY CUSTOMER CONTENT TRANSMITTED THROUGH THE SERVICES. EXCLUDING (i) CUSTOMER’S OBLIGATION TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDER.PAY FEES WHEN DUE UNDER ANY ORDER, (ii) EITHER PARTY’S INDEMNFICATION OBLIGATIONS, AND

Limitation of Liability. OTHER THAN WITH RESPECT TO THE OBLIGATIONS OF EACH PARTY UNDER SECTION 10.1, IN NO EVENT SHALL EITHER PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) BE LIABLE TO THE OTHER PARTY FOR, NOR SHALL OR ANY PARTY HAVE THE RIGHT TO RECOVER, ANY OF ITS AFFILIATES FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE OR CONSEQUENTIAL DAMAGES (DAMAGES, INCLUDING LOST PROFITS OR DAMAGES FOR LOST OPPORTUNITIES)LOSS OF PROFITS, WHETHER IN CONTRACT, WARRANTY, TORT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, OTHERWISE ARISING OUT OF (x) THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT RELATING TO THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION THE TRANSACTIONS CONTEMPLATED HEREIN OR ANY BREACH HEREOF. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS AGREEMENT SHALL NOT APPLY TO LIMIT OR RESTRICT (A) HSB’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11.1 INDEMNIFICATION BY HSB), (B) DAMAGES PAID AVAILABLE FOR BREACH OF OBLIGATIONS UNDER SECTION 12 (CONFIDENTIALITY); (C) DAMAGES AVAILABLE FOR ANY INTELLECTUAL PROPERTY INFRINGEMENT OR PAYABLE TO MISAPPROPRIATION BY A THIRD PARTY BY AN INDEMNIFIED PARTY PARTY, AND ITS AFFILIATES OR SUBLICENSEES; AND (D) DAMAGES AVAILABLE FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERA PARTY’S FRAUD, GROSS NEGLIGENCE, OR WILFUL MISCONDUCT.

Limitation of Liability. UNDER NO CIRCUMSTANCE WILL ANY PARTY BE LIABLE TO ANY OTHER THAN WITH RESPECT PARTY FOR INDIRECT, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING FROM BREACH OF THIS AGREEMENT, THE USE OR INABILITY TO USE THE INVENTION OR ARISING FROM ANY OTHER PROVISION OF THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS (COLLECTIVELY “DISCLAIMED DAMAGES”), PROVIDED THAT EACH PARTY WILL REMAIN LIABLE TO THE OBLIGATIONS OF EACH OTHER PARTY UNDER TO THE EXTENT ANY DISCLAIMED DAMAGES ARE CLAIMED BY A THIRD PARTY AND ARE SUBJECT TO INDEMNIFICATION PURSUANT TO SECTION 10.18. THE PARTIES HEREBY WAIVE ALL RIGHTS FOR TRIAL BY JURY. EXCEPT AS OTHERWISE PROVIDED HEREIN, IN NO EVENT SHALL EITHER PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) WILL BE LIABLE TO THE OTHER PARTY FOR, NOR SHALL ANY PARTY HAVE FOR MORE THAN AN AMOUNT EQUAL TO THE RIGHT TO RECOVER, ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR DAMAGES FOR LOST OPPORTUNITIES), WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF (x) THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY FAIR MARKET VALUE OF THE PROVISIONS OF THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE CONSIDERATION SHARES PAID BY LICENSEE TO LICENSOR PURSUANT TO THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION SHALL NOT APPLY TO DAMAGES PAID OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDER.

Limitation of Liability. OTHER THAN WITH RESPECT TO THE OBLIGATIONS OF EACH PARTY UNDER SECTION 10.1, IN NO EVENT SHALL EITHER PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) BE LIABLE TO THE OTHER PARTY FORFOR ANY LOSS OF PROFIT OR PRODUCTIVITY, NOR SHALL ANY PARTY HAVE THE RIGHT TO RECOVERLOSS OF QUIET ENJOYMENT, ANY SPECIAL, INCIDENTAL, INDIRECT, INCIDENTALCONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING UNDER THIS AGREEMENT EVEN IF SUCH PARTY HAS BEEN ADVISED OF, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR DAMAGES FOR LOST OPPORTUNITIES)IS OTHERWISE AWARE OF, WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF (x) THE MANUFACTURE OR USE POSSIBILITY OF ANY PRODUCT SUPPLIED HEREUNDER SUCH DAMAGES OR (y) ANY CLAIMS. THE FOREGOING SHALL NOT, HOWEVER, AFFECT OR LIMIT INSIDE’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 6. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR A BREACH OF CONFIDENTIALITY OR FAILURE TO PERFORM ANY INFRINGEMENT OR MISAPPROPRIATION OF THE PROVISIONS OF OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, NEITHER PARTY’S AGGREGATE LIABILITY PURSUANT TO THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE SHALL EXCEED A TOTAL AMOUNT EQUAL TO THE LICENSE FEES PAID BY HID TO INSIDE PURSUANT TO THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION AND THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT APPLY TO DAMAGES PAID OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERENLARGE THIS LIMIT.

Limitation of Liability. OTHER THAN WITH RESPECT EXCEPT FOR A BREACH OF ARTICLE 9 OR FOR CLAIMS OF A THIRD PARTY THAT ARE SUBJECT TO THE OBLIGATIONS OF EACH PARTY INDEMNIFICATION UNDER SECTION 10.1THIS ARTICLE 11 OR AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY (OR NEITHER DYNAVAX NOR GSK, NOR ANY OF ITS THEIR AFFILIATES OR SUBCONTRACTORS) SUBLICENSEES, WILL BE LIABLE TO THE OTHER PARTY FORTO THIS AGREEMENT, NOR SHALL ITS AFFILIATES OR ANY PARTY HAVE THE RIGHT TO RECOVER, OF THEIR SUBLICENSEES FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, RELIANCE OR PUNITIVE DAMAGES OR CONSEQUENTIAL DAMAGES (INCLUDING LOST OR IMPUTED PROFITS OR DAMAGES FOR ROYALTIES, LOST OPPORTUNITIES)DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER LIABILITY IS ASSERTED IN CONTRACT, WARRANTYTORT (INCLUDING NEGLIGENCE AND STRICT PRODUCT LIABILITY), NEGLIGENCEINDEMNITY OR CONTRIBUTION, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT AND IRRESPECTIVE OF (x) THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT WHETHER THAT PARTY OR ANY REPRESENTATIONREPRESENTATIVE OF THAT PARTY HAS BEEN ADVISED OF, WARRANTY OR COVENANT CONTAINED IN OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF, ANY SUCH LOSS OR MADE PURSUANT TO THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION SHALL NOT APPLY TO DAMAGES PAID OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERDAMAGE.

Limitation of Liability. OTHER THAN WITH RESPECT EXCEPT TO THE OBLIGATIONS OF EACH PARTY UNDER SECTION 10.1EXTENT INCLUDED IN (I) DAILY DELAY DAMAGES, IN NO EVENT SHALL EITHER PARTY (SHORTFALL DAMAGES, OR ANY OF ITS AFFILIATES OR SUBCONTRACTORSLIQUIDATED DAMAGES, (II) INDEMNIFICATION OBLIGATIONS BY SELLER TO THIRD PARTIES, AND (III) ANY OTHER SPECIFIC CHARGES EXPRESSLY PROVIDED FOR HEREIN, NEITHER PARTY HEREUNDER SHALL BE LIABLE TO THE OTHER PARTY FOR, NOR SHALL ANY PARTY HAVE THE RIGHT TO RECOVER, ANY FOR SPECIAL, INCIDENTAL, EXEMPLARY, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR DAMAGES FOR LOST OPPORTUNITIES)DAMAGES, WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY FORESEEABLE OR OTHERWISENOT, ARISING OUT OF (x) THE MANUFACTURE A PARTY’S PERFORMANCE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT TO NON PERFORMANCE UNDER THIS AGREEMENT, EXCEPT THAT WHETHER BASED ON OR CLAIMED UNDER CONTRACT, TORT (INCLUDING SUCH PARTY’S OWN NEGLIGENCE) OR ANY OTHER THEORY AT LAW OR IN EQUITY, PROVIDED, HOWEVER, THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO DAMAGES PAID LIABILITY ARISING OUT OF THE GROSS NEGLIGENCE, FRAUD OR PAYABLE TO WILLFUL MISCONDUCT OF A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERPARTY, OR ANY OF A PARTY’S OFFICERS, AGENTS, EMPLOYEES OR SUBCONTRACTORS OF ANY TIER.

Limitation of Liability. OTHER THAN WITH RESPECT NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE OBLIGATIONS OF EACH CONTRARY, NO PARTY SHALL, UNDER SECTION 10.1ANY CIRCUMSTANCES, HAVE ANY LIABILITY TO ANY OTHER PARTY (OR, IN NO EVENT SHALL EITHER PARTY THE CASE OF GENEIA, TO ANY USER) FOR: (OR A) ANY OF ITS AFFILIATES OR SUBCONTRACTORS) BE LIABLE TO THE OTHER PARTY FORINDIRECT, NOR SHALL ANY PARTY HAVE THE RIGHT TO RECOVEREXEMPLARY, ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE INCIDENTAL OR CONSEQUENTIAL DAMAGES (DAMAGES, INCLUDING LOST PROFITS BUT NOT LIMITED TO ANY CLAIM OR DAMAGES BASED ON OR FOR LOST OPPORTUNITIES)LOSS OF PROFITS, LOSS OF USE, COST OF PROCURING SUBSTITUTE GOODS OR SERVICES OR LOSS OF BUSINESS OPPORTUNITY, REGARDLESS OF WHETHER SUCH CLAIM ARISES FROM, IS BASED ON OR GROUNDED IN CONTRACT, WARRANTYTORT OR OTHER THEORY OF LIABILITY, NEGLIGENCEAND WHETHER OR NOT GENEIA WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (B) UNAUTHORIZED ACCESS TO OR ALTERATION, TORTTHEFT, STRICT LIABILITY LOSS OR OTHERWISE, ARISING OUT OF (x) THE MANUFACTURE OR USE DESTRUCTION OF ANY PRODUCT SUPPLIED HEREUNDER DATA UNLESS CAUSED BY THE OTHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT (y) ANY BREACH OF INCLUDING BUT NOT LIMITED TO THE CUSTOMER DATA), EQUIPMENT OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT TO THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION SHALL NOT APPLY TO DAMAGES PAID OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERPLATFORM.

Limitation of Liability. OTHER THAN EXCEPT A) WITH RESPECT TO LIABILITY RELATING TO THIRD PARTY CLAIMS UNDER SECTIONS 8.1 OR 8.2, B) LIABILITY FOR BREACH OF ARTICLE 9, AND C) CLAIMS FOR MISUSE, MISAPPROPRIATION OR INFRINGEMENT OF INTELLECTUAL PROPERTY, IT IS AGREED BY THE OBLIGATIONS OF EACH PARTIES THAT NEITHER PARTY UNDER SECTION 10.1, IN NO EVENT SHALL EITHER PARTY (OR ANY OF NOR ITS AFFILIATES OR SUBCONTRACTORS) SHALL BE LIABLE TO THE OTHER PARTY FOR, NOR SHALL ANY PARTY HAVE THE RIGHT TO RECOVER, OR ITS AFFILIATES FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE EXEMPLARY OR CONSEQUENTIAL INCIDENTAL DAMAGES (INCLUDING LOST OR ANTICIPATED REVENUES (OTHER THAN REVENUES COMPRISING ROYALTIES OR OTHER PAYMENTS TO BE EARNED AND PAID TO A PARTY BY THE OTHER PARTY UNDER THIS AGREEMENT) OR PROFITS OR DAMAGES FOR LOST OPPORTUNITIESRELATING TO THE SAME), WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF (x) THE MANUFACTURE OR USE OF FROM ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT CLAIM RELATING TO THIS AGREEMENT, EXCEPT THAT WHETHER SUCH LIMITATION SHALL NOT APPLY TO DAMAGES PAID CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) OR PAYABLE TO A THIRD PARTY BY OTHERWISE, EVEN IF AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED AUTHORIZED REPRESENTATIVE OF SUCH PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SAME.

Limitation of Liability. OTHER THAN WITH RESPECT TO THE OBLIGATIONS OF EACH PARTY UNDER SECTION 10.1, 8.1 (A) IN NO EVENT SHALL WILL EITHER PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) BE LIABLE TO THE OTHER PARTY FOROR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, NOR SHALL ANY PARTY HAVE THE RIGHT TO RECOVERLOSS OF USE, LOSS OF REVENUE, LOSS OF GOODWILL, LOSS OF DATA, ANY INTERRUPTION OF BUSINESS, OR FOR ANY OTHER INDIRECT, SPECIAL, INDIRECTINCIDENTAL, INCIDENTALEXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OF ANY KIND ARISING OUT OF OR DAMAGES FOR LOST OPPORTUNITIES), IN CONNECTION WITH THIS ESMA OR ANY ORDER FORMS HEREUNDER WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OR IS OTHERWISE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. (B) A PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS ESMA AND ALL ORDER FORMS HEREUNDER WILL NOT EXCEED THE TOTAL AMOUNT PAID TO CLOUDERA FOR SUBSCRIPTIONS TO THE CLOUDERA PRODUCTS AND THE SERVICES AS SPECIFIED IN THE APPLICABLE ORDER FORM(S) UNDER THIS ESMA IN THE TWELVE (x12) MONTHS IMMEDIATELY PRIOR TO THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY ACCRUAL OF THE PROVISIONS OF THIS AGREEMENT OR ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT TO THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION SHALL NOT APPLY TO DAMAGES PAID OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERFIRST CLAIM.

Limitation of Liability. OTHER THAN EXCEPT FOR A PART’S BREACH OF SECTION 5 (CONFIDENTIAL INFORMATION) OR A CLAIM MADE PURSUANT TO SECTION 7 (INDEMNITY) OR BODILY INJURY OF A PERSON OR A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO THE OBLIGATIONS SUBJECT MATTER OF EACH PARTY THIS AGREEMENT OR UNDER SECTION 10.1, IN NO EVENT SHALL EITHER PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) BE LIABLE TO THE OTHER PARTY FOR, NOR SHALL ANY PARTY HAVE THE RIGHT TO RECOVER, ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR DAMAGES FOR LOST OPPORTUNITIES), WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISEOTHER LEGAL OR EQUITABLE THEORY: (A) FOR ANY INDIRECT, ARISING OUT OF (x) THE MANUFACTURE EXEMPLARY, INCIDENTAL, SPECIAL OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE PROVISIONS POSSIBILITY OF THIS AGREEMENT SUCH LOSS OR DAMAGE; (B) FOR ANY REPRESENTATIONAMOUNTS THAT, WARRANTY OR COVENANT CONTAINED TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID (AND, IN OR MADE PURSUANT THE CASE OF CONSULTANT, OWED) BY COMPANY TO THIS AGREEMENT, EXCEPT CONSULTANT FOR THE ONE (1) YEAR PRIOR TO THE ACT THAT SUCH LIMITATION SHALL NOT APPLY GAVE RISE TO DAMAGES PAID OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERLIABILITY.

Limitation of Liability. OTHER THAN WITH RESPECT TO 32.1 NEITHER PARTY NOR ITS AFFILIATES, NOR THE OBLIGATIONS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUCCESSORS OR ASSIGNS OF EACH SUCH PARTY UNDER SECTION 10.1OR ITS AFFILIATES, SHALL IN NO ANY EVENT SHALL EITHER PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) BE LIABLE TO THE OTHER PARTY FOR, NOR SHALL (INCLUDING HEREIN ITS AFFILIATES) OR TO ANY PARTY HAVE THE RIGHT TO RECOVER, OTHER COMPANY OR ENTITY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE CONSEQUENTIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS ANY OTHER INDIRECT LOSS OR DAMAGES FOR LOST OPPORTUNITIES), WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, DAMAGE ARISING OUT OF (x) THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT OR ANY REPRESENTATIONOBLIGATION RESULTING THEREFROM, WARRANTY WHETHER IN AN ACTION FOR OR COVENANT CONTAINED IN ARISING OUT OF BREACH OF CONTRACT, FOR TORT, OR MADE PURSUANT TO THIS AGREEMENTANY OTHER CAUSE OF ACTION, EXCEPT THAT WHERE SUCH LIMITATION LOSS ARISES FROM BREACH OF A PARTY'S OBLIGATIONS SET OUT IN ARTICLE 31.0, "USE OF INFORMATION". EACH PARTY'S ENTIRE LIABILITY FOR ANY CLAIM OR LOSS, DAMAGE OR EXPENSE FROM ANY CAUSE WHATSOEVER SHALL NOT APPLY TO DAMAGES IN NO EVENT EXCEED IN THE AGGREGATE, THE GREATER OF * OR THE AMOUNT OF MONIES PAID OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH LUCENT HEREUNDER. NOTHING HEREIN SHALL BE DEEMED TO EXCUSE COMPANY'S LIABILITY TO PAY COMMISSIONS TO THE INDEMNIFIED PARTY IS ENTITLED FULL EXTENT PROVIDED IN THIS AGREEMENT OR TO INDEMNIFICATION HEREUNDERRELIEVE COMPANY OF ANY EXPRESS REMEDY SET FORTH IN THIS AGREEMENT.

Limitation of Liability. OTHER THAN WITH RESPECT TO THE EXCEPT FOR ITS CONFIDENTIALITY OBLIGATIONS OF EACH PARTY AND ITS INDEMNIFICATION OBLIGATIONS UNDER SECTION 10.1THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY (OR ANY OF ITS AFFILIATES OR SUBCONTRACTORS) BE LIABLE TO THE OTHER PARTY FOR, NOR SHALL FOR ANY PARTY HAVE THE RIGHT TO RECOVER, ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOST OPPORTUNITIES)LOSS OF BUSINESS, WHETHER IN CONTRACTLOSS OF PROFITS, WARRANTYBUSINESS INTERRUPTION, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, LOSS OF BUSINESS INFORMATION) ARISING OUT OF (x) THE MANUFACTURE OR USE OF ANY PRODUCT SUPPLIED HEREUNDER OR (y) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT OR FOR ANY REPRESENTATIONCLAIM BY ANY OTHER PARTY, WARRANTY OR COVENANT CONTAINED IN OR MADE PURSUANT TO EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR ITS CONFIDENTIALITY OBLIGATIONS AND ITS INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, EXCEPT THAT SUCH LIMITATION EACH PARTY'S AGGREGATE LIABILITY IN CONNECTION WITH AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, SHALL NOT APPLY EXCEED TWO (2) TIMES THE AMOUNTS PAID TO DAMAGES PAID OR PAYABLE TO A THIRD PARTY BY AN INDEMNIFIED PARTY FOR WHICH THE INDEMNIFIED PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDERLICENSOR UNDER TH1S AGREEMENT.