Common use of Special, Indirect and Other Losses Clause in Contracts

Special, Indirect and Other Losses. EXCEPT (i) IN THE EVENT THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD OF A PARTY OR IT’S AFFILIATES OR OF A PARTY’S BREACH OF ITS OBLIGATIONS UNDER SECTION 10, (ii) AS PROVIDED UNDER SECTION 16.11, (iii) TO THE EXTENT ANY SUCH DAMAGES ARE REQUIRED TO BE PAID TO A THIRD PARTY AS PART OF A CLAIM FOR WHICH A PARTY PROVIDES INDEMNIFICATION UNDER THIS SECTION 13, NEITHER PARTY NOR ANY OF ITS AFFILIATES OR (SUB)LICENSEES SHALL BE LIABLE IN CONTRACT, TORT, NEGLIGENCE, BREACH OF STATUTORY DUTY OR OTHERWISE FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR REVENUES) OR FOR LOSS OF PROFITS OR REVENUES SUFFERED BY THE OTHER PARTY, REGARDLESS OF WHETHER ARISING FROM BREACH OF CONTRACT, WARRANTY, TORT ,STRICT LIABILITY OR OTHERWISE, EVEN IF SUCH PARTY IS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE OR IF SUCH LOSS OR DAMAGE COULD HAVE BEEN REASONABLY FORESEEN.

Special, Indirect and Other Losses. EXCEPT (i) IN THE EVENT THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD OF A PARTY OR IT’S AFFILIATES OR OF A PARTY’S BREACH OF ITS OBLIGATIONS UNDER SECTION 10ARTICLE 7, (ii) AS PROVIDED UNDER SECTION 16.11, (iii) AND EXCEPT TO THE EXTENT ANY SUCH DAMAGES ARE REQUIRED TO BE PAID TO A THIRD PARTY AS PART OF A CLAIM FOR WHICH A PARTY PROVIDES INDEMNIFICATION UNDER THIS SECTION 13ARTICLE 9, NEITHER PARTY NOR ANY OF ITS AFFILIATES OR (SUB)LICENSEES SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS OR BUSINESS INTERRUPTION, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, BREACH OF STATUTORY DUTY OR OTHERWISE FOR IN CONNECTION WITH OR ARISING IN ANY SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY WAY OUT OF THE TERMS OF THIS AGREEMENT OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR REVENUES) OR FOR LOSS OF PROFITS OR REVENUES SUFFERED BY THE OTHER PARTY, REGARDLESS OF WHETHER ARISING FROM BREACH OF CONTRACT, WARRANTY, TORT ,STRICT LIABILITY OR OTHERWISETRANSACTIONS CONTEMPLATED HEREBY, EVEN IF SUCH PARTY IS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE OR IF SUCH LOSS OR DAMAGE COULD HAVE BEEN REASONABLY FORESEEN.DAMAGE. Confidential Treatment Requested by Lightlake Therapeutics Inc. IRS Employer Identification No. 40-0000000 Confidential treatment requested with respect to certain portions hereof denoted with “*** REDACTED ***”

Special, Indirect and Other Losses. EXCEPT (iA) IN THE EVENT THE FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD OF A PARTY OR IT’S AFFILIATES OR OF (B) FOR A PARTY’S BREACH OF ITS OBLIGATIONS UNDER SECTION 10ARTICLE 9 (CONFIDENTIALITY AND NON-DISCLOSURE), (iiC) AS PROVIDED UNDER SECTION 16.11, 14.9 (iiiEQUITABLE RELIEF) AND (D) TO THE EXTENT ANY SUCH DAMAGES ARE REQUIRED TO BE PAID TO A THIRD PARTY AS PART OF A CLAIM FOR WHICH A PARTY PROVIDES INDEMNIFICATION UNDER THIS SECTION 13ARTICLE 11 (INDEMNITY), NEITHER PARTY NOR ANY OF ITS AFFILIATES OR (SUB)LICENSEES SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS OR BUSINESS INTERRUPTION, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, BREACH OF STATUTORY DUTY OR OTHERWISE FOR IN CONNECTION WITH OR ARISING IN ANY SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY WAY OUT OF THE TERMS OF THIS AGREEMENT OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR REVENUES) OR FOR LOSS OF PROFITS OR REVENUES SUFFERED BY THE OTHER PARTY, REGARDLESS OF WHETHER ARISING FROM BREACH OF CONTRACT, WARRANTY, TORT ,STRICT LIABILITY OR OTHERWISETRANSACTIONS CONTEMPLATED HEREBY, EVEN IF SUCH PARTY IS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE OR IF SUCH LOSS OR DAMAGE COULD HAVE BEEN REASONABLY FORESEENDAMAGE.

Special, Indirect and Other Losses. EXCEPT (i) IN THE EVENT THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD OF A PARTY OR IT’S AFFILIATES OR OF A PARTY’S BREACH OF ITS OBLIGATIONS UNDER SECTION 10, (ii) AS PROVIDED UNDER SECTION 16.11, (iii) TO THE EXTENT ANY SUCH DAMAGES ARE REQUIRED TO BE PAID TO A THIRD PARTY AS PART OF A CLAIM FOR WHICH A PARTY PROVIDES INDEMNIFICATION UNDER THIS SECTION 13, NEITHER PARTY NOR ANY OF ITS AFFILIATES OR (SUB)LICENSEES SHALL BE LIABLE IN CONTRACT, TORT, NEGLIGENCE, BREACH OF STATUTORY DUTY OR OTHERWISE UNDER THIS AGREEMENT FOR ANY SPECIAL, PUNITIVEINDIRECT, INCIDENTAL, EXEMPLARY PUNITIVE OR CONSEQUENTIAL DAMAGES (DAMAGES, INCLUDING LOST PROFITS OR REVENUES) OR FOR LOSS OF PROFITS OR REVENUES SUFFERED BY THE OTHER PARTY, REGARDLESS OF WHETHER ARISING FROM EXCEPT FOR: (A) LIABILITY FOR BREACH OF CONTRACT, WARRANTY, TORT ,STRICT LIABILITY OR OTHERWISE, EVEN IF SUCH ARTICLE 7; (B) DAMAGES REQUIRED TO BE PAID TO (I) A THIRD PARTY PURSUANT TO A NON-APPEALABLE ORDER OF A COURT OF COMPETENT JURISDICTION IN CONNECTION WITH A THIRD PARTY CLAIM FOR WHICH THE INDEMNIFIED PARTY IS ADVISED ENTITLED TO INDEMNIFICATION HEREUNDER OR (II) A PARTY PURSUANT TO A NON-APPEALABLE ORDER OF A COURT OF COMPETENT JURISDICTION IN CONNECTION WITH A VIOLATION OF PATENT RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS; (C) SUCH DAMAGES ARISING OUT OF ANY BREACH OF SECTIONS 3.1 OR 3.2 OR 3.4 OR ARTICLE 11 OF THIS AGREEMENT BY A PARTY, ITS AFFILIATES OR SUBLICENSEES; OR (D) SUCH DAMAGES ARISING OUT OF THE POSSIBILITY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH LOSS OR DAMAGE OR IF SUCH LOSS OR DAMAGE COULD HAVE BEEN REASONABLY FORESEENTHE LIABLE PARTY.

Special, Indirect and Other Losses. EXCEPT FOR (iI) IN THE EVENT THE GROSS NEGLIGENCERECKLESS OR WILLFUL MISCONDUCT, WILLFUL MISCONDUCT OR FRAUD OF A PARTY OR IT’S AFFILIATES OR OF AND (II) A PARTY’S BREACH OF ITS OBLIGATIONS UNDER SECTION 10ARTICLE 7, (ii) AS PROVIDED UNDER SECTION 16.11, (iii) AND EXCEPT TO THE EXTENT ANY SUCH DAMAGES ARE REQUIRED TO BE PAID TO A THIRD PARTY AS PART OF A CLAIM FOR WHICH A PARTY PROVIDES INDEMNIFICATION UNDER THIS SECTION 13ARTICLE 9, NEITHER PARTY NOR ANY OF ITS AFFILIATES OR (SUB)LICENSEES SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS OR BUSINESS INTERRUPTION, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, BREACH OF STATUTORY DUTY OR OTHERWISE FOR IN CONNECTION WITH OR ARISING IN ANY SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY WAY OUT OF THE TERMS OF THIS AGREEMENT OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR REVENUES) OR FOR LOSS OF PROFITS OR REVENUES SUFFERED BY THE OTHER PARTY, REGARDLESS OF WHETHER ARISING FROM BREACH OF CONTRACT, WARRANTY, TORT ,STRICT LIABILITY OR OTHERWISETRANSACTIONS CONTEMPLATED HEREBY, EVEN IF SUCH PARTY IS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE OR IF SUCH LOSS OR DAMAGE COULD HAVE BEEN REASONABLY FORESEEN.DAMAGE. ****Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Section 230.406

Special, Indirect and Other Losses. EXCEPT (iA) IN THE EVENT THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR OF FRAUD OF A PARTY OR IT’S AFFILIATES OR OF A PARTY’S BREACH OF ITS OBLIGATIONS UNDER ARTICLE 7 (CONFIDENTIALITY AND NON-DISCLOSURE), SECTION 102.3 (RESTRICTIONS) OR SECTION 2.7 (NON-COMPETE), OR BREACH OF THE RESTRICTION ON THE TRANSFER AND USE OF MATERIALS PROVIDED BY GENELUX UNDER SECTION 4.1.2 (iiMATERIAL SUPPLY), OR (B) AS PROVIDED UNDER SECTION 16.1111.9 (EQUITABLE RELIEF), OR (iiiC) TO THE EXTENT ANY SUCH DAMAGES ARE REQUIRED TO BE PAID TO A THIRD PARTY AS PART OF A CLAIM FOR WHICH A PARTY PROVIDES INDEMNIFICATION UNDER THIS SECTION 13ARTICLE 9 (INDEMNITY), NEITHER PARTY NOR ANY OF ITS AFFILIATES OR (SUB)LICENSEES SHALL BE LIABLE IN CONTRACT, TORT, NEGLIGENCE, BREACH OF STATUTORY DUTY OR OTHERWISE FOR ANY SPECIALINDIRECT, PUNITIVECONSEQUENTIAL, INCIDENTAL, EXEMPLARY SPECIAL OR CONSEQUENTIAL PUNITIVE DAMAGES (INCLUDING LOST PROFITS OR REVENUES) OR FOR LOSS OF PROFITS OR REVENUES SUFFERED BY THE OTHER PARTY, REGARDLESS OF WHETHER ARISING FROM BREACH OF CONTRACTPROVIDED THAT NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE ANY PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY, WARRANTY, TORT ,STRICT FRAUDULENT MISREPRESENTATION OR ANYTHING ELSE FOR WHICH ITS LIABILITY CANNOT BY APPLICABLE LAW BE LIMITED OR OTHERWISE, EVEN IF SUCH PARTY IS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE OR IF SUCH LOSS OR DAMAGE COULD HAVE BEEN REASONABLY FORESEENEXCLUDED.

Special, Indirect and Other Losses. EXCEPT (iA) IN THE EVENT OF THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD OF A PARTY OR IT’S AFFILIATES OR OF A PARTY’S BREACH OF ITS OBLIGATIONS UNDER SECTION 10ARTICLE 6 (CONFIDENTIALITY AND NON-DISCLOSURE), (iiB) AS PROVIDED UNDER SECTION 16.1110.11 (EQUITABLE RELIEF), OR (iiiC) TO THE EXTENT ANY SUCH DAMAGES ARE REQUIRED TO BE PAID TO A THIRD PARTY AS PART OF A CLAIM FOR WHICH A PARTY PROVIDES INDEMNIFICATION UNDER THIS SECTION 13ARTICLE 8 (INDEMNITY), NEITHER PARTY NOR ANY OF ITS AFFILIATES OR (SUB)LICENSEES SHALL BE LIABLE IN CONTRACT, TORT, NEGLIGENCE, BREACH OF STATUTORY DUTY OR OTHERWISE FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY SPECIAL OR CONSEQUENTIAL PUNITIVE DAMAGES (INCLUDING LOST PROFITS OR REVENUES) OR FOR LOSS OF PROFITS OR REVENUES SUFFERED BY THE OTHER PARTY, REGARDLESS OF WHETHER ARISING FROM BREACH OF CONTRACTPROVIDED THAT NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE ANY PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY, WARRANTY, TORT ,STRICT FRAUDULENT MISREPRESENTATION OR ANYTHING ELSE FOR WHICH ITS LIABILITY CANNOT BY APPLICABLE LAW BE LIMITED OR OTHERWISE, EVEN IF SUCH PARTY IS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE OR IF SUCH LOSS OR DAMAGE COULD HAVE BEEN REASONABLY FORESEEN.EXCLUDED. 45 | Page

Special, Indirect and Other Losses. EXCEPT WITH RESPECT TO (iA) IN [***] OR [***], (B) A BREACH OF THE EVENT THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD OBLIGATIONS OF A PARTY OR IT’S AFFILIATES OR OF A PARTY’S BREACH OF ITS OBLIGATIONS UNDER SECTION 10[***] OR, (iiC) AS PROVIDED UNDER SECTION 16.11, (iii) TO THE EXTENT ANY SUCH DAMAGES ARE REQUIRED TO BE PAID TO A THIRD PARTY AS PART OF A CLAIM FOR WHICH A PARTY PROVIDES INDEMNIFICATION UNDER THIS SECTION 13ARTICLE 10 (INDEMNITY), NEITHER PARTY NOR ANY OF ITS AFFILIATES OR (SUB)LICENSEES SHALL BE LIABLE IN CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, BREACH OF STATUTORY DUTY OR OTHERWISE FOR ANY SPECIAL, PUNITIVEINDIRECT, INCIDENTAL, EXEMPLARY PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING OR FOR LOST PROFITS OR REVENUES(EVEN IF DEEMED DIRECT DAMAGES) OR FOR LOSS OF PROFITS OR REVENUES SUFFERED BY THE OTHER PARTYPARTY ARISING OUT OF THIS AGREEMENT; PROVIDED THAT WITH RESPECT TO (A) AND (B) ABOVE, REGARDLESS THE MAXIMUM AGGREGATE AMOUNT OF WHETHER ARISING FROM BREACH OF CONTRACTANY SPECIAL, WARRANTYINDIRECT, TORT ,STRICT LIABILITY INCIDENTAL, PUNITIVE OR OTHERWISE, CONSEQUENTIAL DAMAGES OR LOST PROFITS (EVEN IF SUCH DEEMED DIRECT DAMAGES) THAT MAY BE RECOVERED BY A PARTY IS ADVISED OF FROM THE POSSIBILITY OF SUCH LOSS OR DAMAGE OR IF SUCH LOSS OR DAMAGE COULD HAVE BEEN REASONABLY FORESEENOTHER PARTY SHALL BE [***] ($[***]).

Special, Indirect and Other Losses. EXCEPT FOR (iI) IN THE EVENT THE GROSS NEGLIGENCEWILLFUL MISCONDUCT, WILLFUL MISCONDUCT OR FRAUD OF A PARTY OR IT’S AFFILIATES OR OF AND (II) A PARTY’S BREACH OF ITS OBLIGATIONS UNDER SECTION 10ARTICLE 7, (ii) AS PROVIDED UNDER SECTION 16.11, (iii) AND EXCEPT TO THE EXTENT ANY SUCH DAMAGES ARE REQUIRED TO BE PAID TO A THIRD PARTY AS PART OF A CLAIM FOR WHICH A PARTY PROVIDES INDEMNIFICATION UNDER THIS SECTION 13ARTICLE 9, NEITHER PARTY NOR ANY OF ITS AFFILIATES OR (SUB)LICENSEES SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS OR BUSINESS INTERRUPTION, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, BREACH OF STATUTORY DUTY OR OTHERWISE FOR IN CONNECTION WITH OR ARISING IN ANY SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY WAY OUT OF THE TERMS OF THIS AGREEMENT OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR REVENUES) OR FOR LOSS OF PROFITS OR REVENUES SUFFERED BY THE OTHER PARTY, REGARDLESS OF WHETHER ARISING FROM BREACH OF CONTRACT, WARRANTY, TORT ,STRICT LIABILITY OR OTHERWISETRANSACTIONS CONTEMPLATED HEREBY, EVEN IF SUCH PARTY IS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE OR IF SUCH LOSS OR DAMAGE COULD HAVE BEEN REASONABLY FORESEENDAMAGE; PROVIDED, FOR CLARIFICATION, NOTHING IN THIS SECTION 9.5 SHALL PRECLUDE LICENSOR FROM SEEKING TO RECOVER LOST ROYALTIES AS A RESULT OF LICENSEE’S BREACH OF ITS OBLIGATION TO USE COMMERCIALLY REASONABLE EFFORTS TO DEVELOP AND COMMERCIALIZE AT LEAST ONE LICENSED PRODUCT IN THE TERRITORY.

Special, Indirect and Other Losses. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED UNDER LAW, AND EXCEPT (iA) IN THE EVENT OF THE BREACH OF ARTICLE 8 BY OR WILLFUL MISCONDUCT, GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD OF A PARTY OR IT’S AFFILIATES OR OF A PARTY’S BREACH OF ITS OBLIGATIONS UNDER SECTION 10, AND (ii) AS PROVIDED UNDER SECTION 16.11, (iiiB) TO THE EXTENT ANY SUCH DAMAGES ARE REQUIRED TO BE PAID TO A THIRD PARTY AS PART OF A CLAIM FOR WHICH A PARTY PROVIDES INDEMNIFICATION UNDER THIS SECTION 13ARTICLE 10, NEITHER PARTY NOR ANY OF ITS AFFILIATES OR (SUB)LICENSEES REPRESENTATIVES SHALL BE LIABLE IN CONTRACT, TORT, NEGLIGENCE, BREACH OF STATUTORY DUTY DUTY, OR OTHERWISE FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE, INCIDENTALOR INDIRECT DAMAGES, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR REVENUES) OR FOR LOSS OF PROFITS OR REVENUES SUFFERED BY THE OTHER PARTY, REGARDLESS OF WHETHER ARISING FROM BREACH OF CONTRACT, WARRANTY, TORT ,STRICT LIABILITY OR OTHERWISE, EVEN IF SUCH A PARTY IS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS DAMAGES OR DAMAGE WHETHER AN AGREED-UPON REMEDY HAS FAILED OF ITS ESSENTIAL PURPOSE. NEITHER PARTY SHALL, AND SHALL REQUIRE THAT ITS AFFILIATES AND SUBLICENSEES DO NOT, MAKE ANY STATEMENTS, REPRESENTATIONS OR IF SUCH LOSS WARRANTIES OR DAMAGE COULD HAVE BEEN REASONABLY FORESEENACCEPT ANY LIABILITIES OR RESPONSIBILITIES WHATSOEVER ON BEHALF OF THE OTHER PARTY, ITS AFFILIATES OR SUBLICENSEES THAT ARE INCONSISTENT WITH ANY DISCLAIMER, COVENANT, REPRESENTATION, WARRANTY, OR LIMITATION IN SECTION 9.5 OR THIS SECTION 10.4.