Common use of Limitation on Damages and Liability Clause in Contracts

Limitation on Damages and Liability. EXCEPT IN CIRCUMSTANCES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT BY A PARTY OR ITS AFFILIATES (OR, IN THE CASE OF LICENSEE, ITS SUBCONTRACTORS OR SUBLICENSEES), OR WITH RESPECT TO THIRD PARTY CLAIMS UNDER SECTION 11.1 (INDEMNIFICATION OF SANOFI) OR SECTION 11.2 (INDEMNIFICATION OF LICENSEE), OR WITH RESPECT TO A BREACH OF ARTICLE 9 (CONFIDENTIALITY AND NON-DISCLOSURE), NEITHER PARTY NOR ANY OF THEIR RESPECTIVE AFFILIATES SHALL BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS OR LOST REVENUE, WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN INFORMED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

Limitation on Damages and Liability. EXCEPT IN CIRCUMSTANCES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT BY A PARTY OR ITS AFFILIATES (OR, IN THE CASE OF OR WITH RESPECT TO LICENSEE, ITS SUBCONTRACTORS SUBLICENSEES OR SUBLICENSEESDISTRIBUTORS), OR WITH RESPECT TO LOSSES ARISING FROM THIRD PARTY CLAIMS UNDER SECTION 11.1 (INDEMNIFICATION OF SANOFI) 13.1 OR SECTION 11.2 (INDEMNIFICATION OF LICENSEE)13.2, NO PARTY OR WITH RESPECT TO A BREACH OF ARTICLE 9 (CONFIDENTIALITY AND NON-DISCLOSURE), NEITHER PARTY NOR ANY OF THEIR RESPECTIVE AFFILIATES SHALL BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS PROFITS, MILESTONES OR LOST REVENUEROYALTIES, WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF (a) THE DEVELOPMENT, MANUFACTURE, USE OR SALE OF THE LICENSED PRODUCT OR LICENSED COMPOUND UNDER OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN INFORMED (b) THE USE OF OR SHOULD HAVE KNOWN REFERENCE TO ANY PATENTS, KNOW-HOW, REGULATORY DOCUMENTATION OR DRUG MASTER FILE, OR (c) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE POSSIBILITY PROVISIONS OF SUCH DAMAGESTHIS AGREEMENT.

Limitation on Damages and Liability. EXCEPT IN CIRCUMSTANCES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT BY A PARTY OR ITS AFFILIATES OR SUBLICENSEES (OR, IN THE CASE OF LICENSEEOR WITH RESPECT TO VIROPHARMA, ITS SUBCONTRACTORS OR SUBLICENSEES), DISTRIBUTORS) OR WITH RESPECT TO THIRD PARTY CLAIMS UNDER SECTION 11.1 (INDEMNIFICATION OF SANOFI) OR SECTION 11.2 (INDEMNIFICATION OF LICENSEE), OR WITH RESPECT TO A BREACH OF ARTICLE 9 (CONFIDENTIALITY AND NON-DISCLOSURE)11.2, NEITHER PARTY NOR ANY OF THEIR RESPECTIVE ITS AFFILIATES SHALL BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS PROFITS, MILESTONES OR LOST REVENUEROYALTIES, WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF (A) THE DEVELOPMENT, MANUFACTURE, USE OR SALE OF THE LICENSED PRODUCTS UNDER OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN INFORMED (B) THE USE OF OR SHOULD HAVE KNOWN REFERENCE TO THE PATENTS, KNOW-HOW OR REGULATORY DOCUMENTATION LICENSED HEREUNDER OR (C) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE POSSIBILITY PROVISIONS OF SUCH DAMAGESTHIS AGREEMENT.

Limitation on Damages and Liability. EXCEPT (a) IN CIRCUMSTANCES OF GROSS NEGLIGENCE OR INTENTIONAL WILLFUL MISCONDUCT BY A PARTY OR PARTY, ANY OF ITS AFFILIATES OR ANY OF ITS OR THEIR RESPECTIVE SUBLICENSEES OR (OR, IN THE CASE OF LICENSEE, ITS SUBCONTRACTORS OR SUBLICENSEES), OR b) WITH RESPECT TO THIRD PARTY CLAIMS UNDER SECTION 11.1 (INDEMNIFICATION OF SANOFI) 12.1 OR SECTION 11.2 (INDEMNIFICATION OF LICENSEE), OR WITH RESPECT TO A BREACH OF ARTICLE 9 (CONFIDENTIALITY AND NON-DISCLOSURE)12.2, NEITHER PARTY NOR ANY OF THEIR RESPECTIVE AFFILIATES SHALL BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS OR LOST REVENUEPROFITS, WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF (x) THE DEVELOPMENT, MANUFACTURE, USE OR SALE OF ANY LICENSED PRODUCT OR OPTIONED PRODUCT UNDER OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF SUCH (y) THE USE OF OR REFERENCE TO THE ALLERGAN PATENTS, ALLERGAN KNOW-HOW, NEXMED PATENTS, NEXMED KNOW-HOW, JOINT PATENTS, JOINT KNOW-HOW, OR REGULATORY DOCUMENTATION OF EITHER PARTY HAS BEEN INFORMED OR SHOULD HAVE KNOWN (z) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE POSSIBILITY PROVISIONS OF SUCH DAMAGESTHIS AGREEMENT.

Limitation on Damages and Liability. EXCEPT IN CIRCUMSTANCES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT BY A PARTY OR ITS AFFILIATES (OR, IN THE CASE OF OR WITH RESPECT TO LICENSEE, ITS SUBCONTRACTORS SUBLICENSEES OR SUBLICENSEESDISTRIBUTORS), OR WITH RESPECT TO LOSSES ARISING FROM THIRD PARTY CLAIMS UNDER SECTION 11.1 (INDEMNIFICATION OF SANOFI) 13.1 OR SECTION 11.2 (INDEMNIFICATION OF LICENSEE)13.2, NO PARTY OR WITH RESPECT TO A BREACH OF ARTICLE 9 (CONFIDENTIALITY AND NON-DISCLOSURE), NEITHER PARTY NOR ANY OF THEIR RESPECTIVE AFFILIATES SHALL BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS PROFITS, MILESTONES OR LOST REVENUEROYALTIES, WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF (a) THE DEVELOPMENT, MANUFACTURE, USE OR SALE OF THE LICENSED PRODUCT OR LICENSED COMPOUND UNDER OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN INFORMED (b) THE USE OF OR SHOULD HAVE KNOWN REFERENCE TO ANY PATENTS, KNOW-HOW, REGULATORY DOCUMENTATION OR DRUG MASTER FILE, OR (c) ANY BREACH OF, OR FAILURE TO PERFORM, ANY OF THE POSSIBILITY PROVISIONS OF SUCH DAMAGESTHIS AGREEMENT.

Limitation on Damages and Liability. EXCEPT IN CIRCUMSTANCES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT BY A PARTY OR ITS AFFILIATES (OR, IN THE CASE OF LICENSEE, ITS SUBCONTRACTORS OR SUBLICENSEES)AFFILIATES, OR WITH RESPECT TO THIRD PARTY CLAIMS LOSSES INDEMNIFIED UNDER SECTION 11.1 (INDEMNIFICATION OF SANOFI) 12.1 OR SECTION 11.2 (INDEMNIFICATION OF LICENSEE)12.2, NO PARTY OR WITH RESPECT TO A BREACH OF ARTICLE 9 (CONFIDENTIALITY AND NON-DISCLOSURE), NEITHER PARTY NOR ANY OF THEIR RESPECTIVE AFFILIATES SHALL BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS PROFITS, MILESTONES OR LOST REVENUEROYALTIES, WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF (a) THE DEVELOPMENT, MANUFACTURE, COMMERCIALIZATION OR OTHER USE OF THE LICENSED PRODUCT OR LICENSED COMPOUND UNDER OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN INFORMED (b) THE USE OF OR SHOULD HAVE KNOWN REFERENCE TO ANY PATENTS, INFORMATION, CLINICAL DATA, INTELLECTUAL PROPERTY RIGHT OR REGULATORY DOCUMENTATION OR (c) ANY BREACH OF OR FAILURE TO PERFORM ANY OF THE POSSIBILITY PROVISIONS OF SUCH DAMAGESTHIS AGREEMENT.

Limitation on Damages and Liability. EXCEPT IN CIRCUMSTANCES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT BY A PARTY OR ITS AFFILIATES (OR, OR IN THE CASE OF LICENSEE, ITS SUBCONTRACTORS AND/OR SUBLICENSEES), OR WITH RESPECT TO THIRD PARTY CLAIMS UNDER SECTION 11.1 (INDEMNIFICATION OF SANOFI) OR SECTION 11.2 (INDEMNIFICATION OF LICENSEE), OR WITH RESPECT TO A BREACH OF ARTICLE 9 (CONFIDENTIALITY AND NON-DISCLOSURECONFIDENTIALITY), NEITHER PARTY NOR ANY OF THEIR RESPECTIVE AFFILIATES SHALL BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS OR LOST REVENUEPROFITS, WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, ARISING UNDER OUT OF (A) THE RESEARCH, DEVELOPMENT, MANUFACTURE, COMMERCIALIZATION, EXPLOITATION, USE OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN INFORMED OR SHOULD HAVE KNOWN SALE OF THE POSSIBILITY LICENSED COMPOUNDS OR THE LICENSED PRODUCTS UNDER THIS AGREEMENT OR (B) THE USE OF SUCH DAMAGESOR REFERENCE TO THE LICENSED KNOW-HOW OR THE TRANSFERRRED MATERIALS.

Limitation on Damages and Liability. EXCEPT IN CIRCUMSTANCES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT BY A PARTY OR ITS AFFILIATES (OR, IN THE CASE OF OR WITH RESPECT TO LICENSEE, ITS SUBCONTRACTORS SUBLICENSEES OR SUBLICENSEESDISTRIBUTORS), OR WITH RESPECT TO THIRD PARTY CLAIMS UNDER SECTION 11.1 (INDEMNIFICATION OF SANOFI) 12.1 OR SECTION 11.2 (INDEMNIFICATION OF LICENSEE)12.2, NO PARTY OR WITH RESPECT TO A BREACH OF ARTICLE 9 (CONFIDENTIALITY AND NON-DISCLOSURE), NEITHER PARTY NOR ANY OF THEIR RESPECTIVE AFFILIATES SHALL BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS PROFITS, MILESTONES OR LOST REVENUEROYALTIES, WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF (a) THE DEVELOPMENT, MANUFACTURE, USE OR SALE OF THE LICENSED PRODUCT UNDER OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN INFORMED OR SHOULD HAVE KNOWN (b) THE PRACTICE OF THE POSSIBILITY EOS TECHNOLOGY OR THE LICENSEE TECHNOLOGY, (c) THE USE OF, OR REFERENCE TO, ANY REGULATORY DOCUMENTATION OR (d) ANY BREACH OF SUCH DAMAGESOR FAILURE TO PERFORM ANY OF THE PROVISIONS OF THIS AGREEMENT.

Limitation on Damages and Liability. EXCEPT IN CIRCUMSTANCES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT BY A PARTY OR ITS AFFILIATES (OR, IN THE CASE OF OR WITH RESPECT TO LICENSEE, ITS SUBCONTRACTORS SUBLICENSEES OR SUBLICENSEESDISTRIBUTORS), OR WITH RESPECT TO LOSSES ARISING FROM THIRD PARTY CLAIMS UNDER SECTION 11.1 (INDEMNIFICATION OF SANOFI) 13.1 OR SECTION 11.2 (INDEMNIFICATION OF LICENSEE)13.2, NO PARTY OR WITH RESPECT TO A BREACH OF ARTICLE 9 (CONFIDENTIALITY AND NON-DISCLOSURE), NEITHER PARTY NOR ANY OF THEIR RESPECTIVE AFFILIATES SHALL BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS PROFITS, MILESTONES OR LOST REVENUEROYALTIES, WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF (a) THE DEVELOPMENT, MANUFACTURE, USE OR SALE OF THE LICENSED PRODUCT OR LICENSED COMPOUND UNDER OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN INFORMED (b) THE USE OF OR SHOULD HAVE KNOWN REFERENCE TO ANY PATENTS, KNOW-HOW, REGULATORY DOCUMENTATION OR DRUG MASTER FILE, OR (c) ANY BREACH OF, OR FAILURE TO PERFORM, ANY OF THE POSSIBILITY PROVISIONS OF SUCH DAMAGES.THIS AGREEMENT. 13.8