Common use of Default/Limitation of Warranty Clause in Contracts

Default/Limitation of Warranty. a) If Fujifilm is in default of any material obligation under this Agreement or a Statement of Work, then Alder shall promptly notify Fujifilm in writing of any such default. Fujifilm shall have a period of [***] from the date of receipt of such notice within which to cure such default (if such breach is capable of remedy and provided that Fujifilm has commenced a cure within the [***] period and is diligently pursuing efforts to cure such breach); provided that if Fujifilm falls to cure such breach within the specified cure period, this Agreement or Statement of Work, as applicable, may, at Alder’s option, immediately terminate. For clarity, the Parties agree that if Alder exercises its right to terminate this Agreement under this clause, the termination will be effective with respect to both of the Fujifilm Parties. b) If Alder is in default of any material obligation under this Agreement or a Statement of Work, Fujifilm shall promptly notify Alder in writing of any such default. Alder shall have a period of [***] from the date of receipt of such notice within which to cure such default (if such breach is capable of remedy and provided that Alder has commenced a cure within the [***] period and is diligently pursuing efforts to cure such breach); provided that if Alder fails to cure such breath within the specified cure period, this Agreement or Statement of Work, as applicable, may, at Fujifilm’s option, immediately terminate. c) Subject to Section 13(e) and the last sentence of this paragraph, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES ARISING IN CONNECTION WITH THE DEFAULT OR BREACH OF ANY OBLIGATION OF THE OTHER PARTY UNDER THIS AGREEMENT, THE STATEMENT OF WORK OR ANY DOCUMENTS OR APPENDICES RELATED [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Default/Limitation of Warranty. a) If Fujifilm is in default of any its material obligation obligations under this Agreement or and/or a Statement of WorkProgram and/or a Scope, then Alder Sponsor shall promptly notify Fujifilm in writing of any such default. Fujifilm shall have a period of [*** * *] from the date of receipt of such notice within which to cure such default (if such breach is capable of remedy and provided that Fujifilm has commenced a cure within the [***] period and is diligently pursuing efforts to cure such breach)default; provided that if Fujifilm falls such default is not capable of being cured within such [* * *] period, on written request received within the [* * *] period with a detailed explanation of efforts that have been made and will be made to cure, the cure period shall be extended for such amount of time as may be reasonably necessary to cure such breach within the specified [* * *], so long as Fujifilm is making diligent efforts to cure. If Fujifilm fails to cure periodsuch breach [* * *], then this Agreement or Statement of Work, as applicable, mayshall, at AlderSponsor’s option, immediately terminate. For clarity, the Parties agree that if Alder exercises Termination does not relieve Sponsor from its right to terminate this Agreement under this clause, the termination will be effective with respect to both of the Fujifilm Partiespayment obligation for work already performed or costs already committed as described in Section 21(b)(i) and (ii). b) If Alder Sponsor is in default of any its material obligation obligations under this Agreement or and/or a Statement of WorkProgram and/or a Scope, then, Fujifilm shall promptly notify Alder Sponsor in writing of any such default. Alder Sponsor shall have a period of [*** * *] from the date of receipt of such notice within which to cure such default (if such breach is capable of remedy and provided that Alder has commenced a cure within the [***] period and is diligently pursuing efforts to cure such breach)default; provided that if Alder such default is not capable of being cured within such [* * *] period, on written request received within the [* * *] period with a detailed explanation of efforts that have been made and will be made to cure, [* * *], so long as Sponsor is making diligent efforts to cure. If Sponsor fails to cure such breath within the specified cure periodbreach [* * *], this Agreement or Statement of Work, as applicable, may, at Fujifilm’s option, immediately terminate. c) Subject Notwithstanding anything herein to the contrary, except for damages included in a third party claim covered by the indemnification obligations in this Agreement or arising out of, resulting from or relating to breach of Section 13(e8 Confidentiality or Article 10 IP or other unauthorized use of the other Party’s intellectual property or Confidential information: (i) and the last sentence of this paragraph, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE ENTITLED TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES ARISING IN CONNECTION WITH THE DEFAULT OR BREACH OF ANY OBLIGATION OF THE OTHER PARTY UNDER THIS AGREEMENT, THE STATEMENT OF WORK SCOPE OR ANY DOCUMENTS OR APPENDICES RELATED THERETO, and (ii) EACH OF FUJIFILM’S AND SPONSOR’S MAXIMUM LIABILITY FOR DAMAGES IN CONNECTION WITH A CLAIM RELATED TO THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION, WILL NOT EXCEED AN AMOUNT EQUAL TO [* * ***] = CERTAIN ]. d) EXCEPT AS EXPRESSLY STATED HEREIN, NEITHER PARTY PROVIDES TO THE OTHER PARTY HERETO ANY WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONFIDENTIAL INFORMATION CONTAINED INFORMATION, MATERIALS AND SERVICES PROVIDED HEREUNDER, AND ALL SUCH WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE WAIVED. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS DOCUMENTAGREEMENT INCLUDING ANY SCOPE, MARKED BY BRACKETSPROGRAM PRICE AND PAYMENT SCHEDULE OR QUALITY AGREEMENT, IS FILED WITH INCLUDING THE SECURITIES WARRANTIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER OTHER OBLIGATIONS OF FUJIFILM, FUJIFILM MAKES NO OTHER WARRANTIES THAT THE SECURITIES ACT EXECUTION OF 1933, AS AMENDEDTHE SCOPE WILL RESULT IN ANY SPECIFIC QUANTITY OR QUALITY OF DRUG SUBSTANCE OR DRUG PRODUCT.

Default/Limitation of Warranty. a) If Fujifilm is in default of any material obligation under this Agreement or a Statement of Work, then Alder shall promptly notify Fujifilm in writing of any such default. Fujifilm shall have a period of [***] from the date of receipt of such notice within which to cure such default (if such breach is capable of remedy and provided that Fujifilm has commenced a cure within the [***] period and is diligently pursuing efforts to cure such breach); provided that if Fujifilm falls to cure such breach within the specified cure period, this Agreement or Statement of Work, as applicable, may, at Alder’s option, immediately terminate. For clarity, the Parties agree that if Alder exercises its right to terminate this Agreement under this clause, the termination will be effective with respect to both of the Fujifilm Parties. b) If Alder is in default of any material obligation under this Agreement or a Statement of Work, Fujifilm shall promptly notify Alder in writing of any such default. Alder shall have a period of [***] from the date of receipt of such notice within which to cure such default (if such breach is capable of remedy and provided that Alder has commenced a cure within the [***] period and is diligently pursuing efforts to cure such breach); provided that if Alder fails to cure such breath within the specified cure period, this Agreement or Statement of Work, as applicable, may, at Fujifilm’s option, immediately terminate. c) Subject to Section 13(e) and the last sentence of this paragraph, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES ARISING IN CONNECTION WITH THE DEFAULT OR BREACH OF ANY OBLIGATION OF THE OTHER PARTY UNDER THIS AGREEMENT, THE STATEMENT OF WORK OR ANY DOCUMENTS OR APPENDICES RELATED [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. d) THE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, AND, EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, INCLUDING THE WARRANTIES IF ANY THAT MAY BE SET FORTH IN THE STATEMENTS OF WORK, (I) NEITHER PARTY PROVIDES TO THE OTHER PARTY HERETO ANY WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE MATERIALS AND SERVICES PROVIDED HEREUNDER, (II) ALL SUCH WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE WAIVED AND (III) FUJIFILM MAKES NO WARRANTIES THAT THE EXECUTION OF THE SOW WILL RESULT IN ANY SPECIFIC QUANTITY OR QUALITY OF PRODUCT OR THAT FUJIFILM WILL HAVE AVAILABLE CAPACITY FOR FUTURE PRODUCTION OF PRODUCT.