Common use of Warranties and Liabilities Clause in Contracts

Warranties and Liabilities. 9.1 Except as specifically provided in Articles 2.6, 2.9 and 2.10 hereof, Xxxx makes no representation or warranty with respect to any of Xxxx' Know-How furnished to Licensee under this Agreement. Without limiting the generality of this Article 9.1, Licensee hereby specifically acknowledges and agrees that Xxxx makes no representation or warranty whatsoever that Licensee will derive any benefit from any of Xxxx' Know-How, Xxxx' Intellectual Property Rights, or any of the rights and licenses granted by Xxxx to Licensee under this Agreement. 9.2 EXCEPT AS SPECIFICALLY PROVIDED IN ARTICLES 2.4 AND 9.1 HEREOF, XXXX MAKES NO OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR NON-INFRINGEMENT, WITH RESPECT TO ANY OF XXXX' INTELLECTUAL PROPERTY, ANY OF XXXX' KNOW-HOW, OR ANY OTHER CONFIDENTIAL INFORMATION DISCLOSED, REVEALED OR OTHERWISE MADE AVAILABLE BY XXXX TO LICENSEE UNDER THIS AGREEMENT. 9.3 Subject to Xxxx' compliance with its product warranty obligations with respect to Memantine under the Supply Agreement, Licensee hereby represents and warrants that all Contract Products manufactured, produced, distributed, marketed, sold and/or used by Licensee shall conform strictly with all of the requirements of Articles 3.6 and 4.3 of this Agreement. Except as specifically provided in Article 10.1 of this Agreement, Licensee shall be solely responsible for any and all claims by any third parties, including, but not limited to, product liability claims, and any and all losses, liabilities, damages, costs and expenses attributable to all such claims, arising from, relating to, or attributable to any of the Contract Products manufactured, produced, distributed, marketed, sold and/or used by Licensee under this Agreement. 9.4 UNDER NO CIRCUMSTANCES WILL XXXX BE LIABLE TO LICENSEE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST REVENUES OR LOSS OF GOODWILL, WHETHER BASED ON CONTRACT OR TORT, OR ARISING UNDER APPLICABLE LAW OR OTHERWISE, EVEN IF XXXX HAS BEEN PLACED ON NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. XXXX' TOTAL LIABILITY UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED FIFTY PERCENT (50%) OF THE SUM OF (i) ALL LUMP SUM PAYMENTS ACTUALLY PAID BY LICENSEE TO XXXX UNDER ARTICLE 5.1 HEREOF; AND (ii) ALL ROYALTIES ACTUALLY PAID BY LICENSEE TO XXXX UNDER ARTICLE 5.3 HEREOF.

Warranties and Liabilities. 9.1 Except 9.01 The research to be carried out in the Project is pioneering, and neither the University nor the Sponsors guarantee the results. However, the University does warrant that it will use its best efforts to commit adequate resources to the Project, to the extent that sufficient funding has been provided by the Sponsors and any third parties supporting the Project pursuant to paragraph 5.03, that it will administer, supervise, and conduct the Project in a professional manner in good faith, and in compliance with applicable laws and regulations, that it has the right to grant to Sponsors the rights it is granting in this Agreement, and that its arrangements with its employees and students are consistent with this Agreement. With respect to University students who perform Project work and are not University employees, the University will be responsible for those students under this Agreement as specifically provided in Articles 2.6if they were employees of the University, 2.9 and 2.10 hereof, Xxxx makes no representation or warranty the University will allow those students to perform Project work only after those students have entered into separate contracts with the University enabling the University fully to comply with this Agreement with respect to any of Xxxx' Know-How furnished to Licensee under this Agreementthose students and their work on the Project. Without limiting the generality of this Article 9.1ALL OTHER WARRANTIES, Licensee hereby specifically acknowledges and agrees that Xxxx makes no representation or warranty whatsoever that Licensee will derive any benefit from any of Xxxx' Know-How, Xxxx' Intellectual Property Rights, or any of the rights and licenses granted by Xxxx to Licensee under this Agreement. 9.2 EXCEPT AS SPECIFICALLY PROVIDED IN ARTICLES 2.4 AND 9.1 HEREOF, XXXX MAKES NO OTHER REPRESENTATION OR WARRANTYINCLUDING WITHOUT LIMITATION ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDINGREGARDING THE ACCURACY, BUT NOT LIMITED TORELIABILITY, ANY IMPLIED WARRANTY OR UTILITY OF THE PROJECT TECHNOLOGY AND THE MERCHANTABILITY, FITNESS FOR ANY A PARTICULAR PURPOSE, OR NONUSAGE OF TRADE, AND FREEDOM FROM INFRINGEMENT OF THIRD-INFRINGEMENTPARTY PATENTS OF THE PROJECT TECHNOLOGY ARE HEREBY EXPRESSLY DISCLAIMED. THE UNIVERSITY, WITH RESPECT SPONSORS, AND AFFILIATES OF SPONSORS WILL PROVIDE PROJECT TECHNOLOGY, REGARDLESS OF SOURCE, ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND. 9.02 EXCEPT FOR CLAIMS BASED ON WILFULL MISCONDUCT, NO PARTY WILL BE LIABLE TO ANY OTHER PARTY OR ANY OTHER PERSON FOR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF XXXX' INTELLECTUAL PROPERTYANTICIPATED REVENUES OR PROFITS, ARISING FROM ANY OF XXXX' KNOW-HOWCLAIM RELATING TO THIS AGREEMENT, THE PROJECT, OR ANY PROJECT TECHNOLOGY, WHETHER SUCH CLAIM IS BASED ON CONTRACT, TORT, STATUTE, OR OTHER CONFIDENTIAL INFORMATION DISCLOSEDLEGAL THEORY, REVEALED EVEN IF A REPRESENTATIVE OF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OR OTHERWISE MADE AVAILABLE BY XXXX TO LICENSEE UNDER THIS AGREEMENTLIKELIHOOD OF SAME. 9.3 Subject 9.03 Each Sponsor hereby agrees to Xxxx' compliance with its product warranty obligations with respect to Memantine under defend, indemnify, and hold harmless the Supply AgreementUniversity and all other Sponsors against all claims, Licensee hereby represents demands, losses, damages, causes of action, and warrants that all Contract Products manufacturedother liabilities of every kind (whether based on contract, producedtort, distributedstatute, marketed, sold and/or used or other legal theory) by Licensee shall conform strictly with all of the requirements of Articles 3.6 and 4.3 of this Agreement. Except as specifically provided in Article 10.1 of this Agreement, Licensee shall be solely responsible for any and all claims third parties for personal injury, death, property damage, or other loss or damages arising out of or resulting from (a) any use of any Project Technology or Project Patent Rights by that Sponsor or any third parties, including, but not limited to, product liability claims, and party to whom that Sponsor has extended the right to use any and all losses, liabilities, damages, costs and expenses attributable to all such claims, arising from, relating to, Project Technology or attributable to Project Patent Rights; or (b) any breach of the Contract Products manufactured, produced, distributed, marketed, sold and/or used by Licensee under that Sponsor’s warranties set forth in this Agreement. 9.4 UNDER NO CIRCUMSTANCES WILL XXXX BE LIABLE TO LICENSEE FOR ANY INDIRECT9.04 The University hereby agrees to defend, SPECIALindemnify, CONSEQUENTIAL OR INCIDENTAL DAMAGESand hold harmless the Sponsors and their affiliates against all claims, INCLUDINGdemands, BUT NOT LIMITED TOlosses, LOST PROFITSdamages, LOST REVENUES OR LOSS OF GOODWILLcauses of action, WHETHER BASED ON CONTRACT OR TORTand other liabilities of every kind (whether based on contract, OR ARISING UNDER APPLICABLE LAW OR OTHERWISEtort, EVEN IF XXXX HAS BEEN PLACED ON NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. XXXX' TOTAL LIABILITY UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED FIFTY PERCENT statute, or other legal theory) by any and all third parties for personal injury, death, property damage, or other loss or damages arising out of or resulting from (50%a) OF THE SUM OF any use of any Project Technology or Project Patent Rights by the University or any third party to whom the University has extended the right to use any Project Technology or Project Patent Rights; or (ib) ALL LUMP SUM PAYMENTS ACTUALLY PAID BY LICENSEE TO XXXX UNDER ARTICLE 5.1 HEREOF; AND (ii) ALL ROYALTIES ACTUALLY PAID BY LICENSEE TO XXXX UNDER ARTICLE 5.3 HEREOFany breach of the University’s warranties set forth in this Agreement.

Warranties and Liabilities. 9.1 Except 9.01 The research to be carried out in the Project is pioneering, and neither the University nor the Sponsors guarantee the results. However, the University does warrant that it will use its best efforts to commit adequate resources to the Project, to the extent that sufficient funding has been provided by the Sponsors and any third parties supporting the Project pursuant to paragraph 5.03, that it will administer, supervise, and conduct the Project in a professional manner in good faith, and in compliance with applicable laws and regulations, that it has the right to grant to Sponsors the rights it is granting in this Agreement, and that its arrangements with its employees and students are consistent with this Agreement. With respect to University students who perform Project work and are not University employees, the University will be responsible for those students under this Agreement as specifically provided in Articles 2.6if they were employees of the University, 2.9 and 2.10 hereof, Xxxx makes no representation or warranty the University will allow those students to perform Project work only after those students have entered into separate contracts with the University enabling the University fully to comply with this Agreement with respect to any of Xxxx' Know-How furnished to Licensee under this Agreementthose students and their work on the Project. Without limiting the generality of this Article 9.1ALL OTHER WARRANTIES, Licensee hereby specifically acknowledges and agrees that Xxxx makes no representation or warranty whatsoever that Licensee will derive any benefit from any of Xxxx' Know-How, Xxxx' Intellectual Property Rights, or any of the rights and licenses granted by Xxxx to Licensee under this Agreement. 9.2 EXCEPT AS SPECIFICALLY PROVIDED IN ARTICLES 2.4 AND 9.1 HEREOF, XXXX MAKES NO OTHER REPRESENTATION OR WARRANTYINCLUDING WITHOUT LIMITATION ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDINGREGARDING THE ACCURACY, BUT NOT LIMITED TORELIABILITY, ANY IMPLIED WARRANTY OR UTILITY OF THE PROJECT TECHNOLOGY AND THE MERCHANTABILITY, FITNESS FOR ANY A PARTICULAR PURPOSE, OR NONUSAGE OF TRADE, AND FREEDOM FROM INFRINGEMENT OF THIRD-INFRINGEMENTPARTY PATENTS OF THE PROJECT TECHNOLOGY ARE HEREBY EXPRESSLY DISCLAIMED. THE UNIVERSITY, WITH RESPECT SPONSORS, AND AFFILIATES OF SPONSORS WILL PROVIDE PROJECT TECHNOLOGY, REGARDLESS OF SOURCE, ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND. 9.02 EXCEPT FOR CLAIMS BASED ON WILFULL MISCONDUCT, NO PARTY WILL BE LIABLE TO ANY OTHER PARTY OR ANY OTHER PERSON FOR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF XXXX' INTELLECTUAL PROPERTYANTICIPATED REVENUES OR PROFITS, ARISING FROM ANY OF XXXX' KNOW-HOWCLAIM RELATING TO THIS AGREEMENT, THE PROJECT, OR ANY PROJECT TECHNOLOGY, WHETHER SUCH CLAIM IS BASED ON CONTRACT, TORT, STATUTE, OR OTHER CONFIDENTIAL INFORMATION DISCLOSEDLEGAL THEORY, REVEALED EVEN IF A REPRESENTATIVE OF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OR OTHERWISE MADE AVAILABLE BY XXXX TO LICENSEE UNDER THIS AGREEMENTLIKELIHOOD OF SAME. 9.3 Subject 9.03 Each Sponsor hereby agrees to Xxxx' compliance with its product warranty obligations with respect to Memantine under defend, indemnify, and hold harmless the Supply AgreementUniversity and all other Sponsors against all claims, Licensee hereby represents demands, losses, damages, causes of action, and warrants that all Contract Products manufacturedother liabilities of every kind (whether based on contract, producedtort, distributedstatute, marketed, sold and/or used or other legal theory) by Licensee shall conform strictly with all of the requirements of Articles 3.6 and 4.3 of this Agreement. Except as specifically provided in Article 10.1 of this Agreement, Licensee shall be solely responsible for any and all claims third parties for personal injury, death, property damage, or other loss or damages arising out of or resulting from (a) any use of any Project Technology or Project Patent Rights by that Sponsor or any third parties, including, but not limited to, product liability claims, and party to whom that Sponsor has extended the right to use any and all losses, liabilities, damages, costs and expenses attributable to all such claims, arising from, relating to, Project Technology or attributable to Project Patent Rights; or (b) any breach of the Contract Products manufactured, produced, distributed, marketed, sold and/or used by Licensee under that Sponsor's warranties set forth in this Agreement. 9.4 UNDER NO CIRCUMSTANCES WILL XXXX BE LIABLE TO LICENSEE FOR ANY INDIRECT9.04 The University hereby agrees to defend, SPECIALindemnify, CONSEQUENTIAL OR INCIDENTAL DAMAGESand hold harmless the Sponsors and their affiliates against all claims, INCLUDINGdemands, BUT NOT LIMITED TOlosses, LOST PROFITSdamages, LOST REVENUES OR LOSS OF GOODWILLcauses of action, WHETHER BASED ON CONTRACT OR TORTand other liabilities of every kind (whether based on contract, OR ARISING UNDER APPLICABLE LAW OR OTHERWISEtort, EVEN IF XXXX HAS BEEN PLACED ON NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. XXXX' TOTAL LIABILITY UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED FIFTY PERCENT statute, or other legal theory) by any and all third parties for personal injury, death, property damage, or other loss or damages arising out of or resulting from (50%a) OF THE SUM OF any use of any Project Technology or Project Patent Rights by the University or any third party to whom the University has extended the right to use any Project Technology or Project Patent Rights; or (ib) ALL LUMP SUM PAYMENTS ACTUALLY PAID BY LICENSEE TO XXXX UNDER ARTICLE 5.1 HEREOF; AND (ii) ALL ROYALTIES ACTUALLY PAID BY LICENSEE TO XXXX UNDER ARTICLE 5.3 HEREOFany breach of the University's warranties set forth in this Agreement.

Warranties and Liabilities. 9.1 Except as specifically provided in Articles 2.6, 2.9 and 2.10 hereof, Xxxx makes no representation or warranty with respect to any of Xxxx' Know-How furnished to Licensee under this Agreement1. Without limiting the generality of this Article 9.1, Licensee hereby specifically The Customer acknowledges and agrees that Xxxx makes no representation understands that, except for certain services specifically identified as FLOW services, FLOW does not operate or control the Internet. 2. THE CUSTOMER ASSUMES TOTAL RESPONSIBILITY FOR ITS USE OF THE INTERNET. 3. FLOW MAKES NO EXPRESSED OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS REGARDING ANY MERCHANDISE, INFORMATION, PRODUCTS OR SERVICES PROVIDED THROUGH THE INTERNET. 4. FLOW does not in any manner warrant any item of equipment provided by FLOW; FLOW will, however, transfer to the Customer (to the extent permitted by an equipment supplier) any warranty whatsoever that Licensee will derive any benefit from any of Xxxx' Know-Howprovided by such supplier, Xxxx' Intellectual Property Rights, with FLOW retaining the authority to exercise Customer's rights thereunder until discontinuation or any termination of the rights and licenses granted by Xxxx to Licensee under this AgreementService. 9.2 EXCEPT 5. THE SERVICE IS PROVIDED ON AN "AS SPECIFICALLY PROVIDED IN ARTICLES 2.4 IS" AND 9.1 HEREOF"AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, XXXX MAKES NO OTHER REPRESENTATION OR WARRANTY, EXPRESS EXPRESSED OR IMPLIED, INCLUDING, INCLUDING BUT NOT LIMITED TOTO WARRANTIES OF TITLE, ANY NON-INFRINGEMENT AND IMPLIED WARRANTY WARRANTIES OF MERCHANTABILITY, MERCHANTABILITY OR FITNESS FOR ANY A PARTICULAR PURPOSE. 6. NO ADVICE OR INFORMATION GIVEN BY FLOW 'S EMPLOYEES, AGENTS OR NON-INFRINGEMENT, CONTRACTORS (INCLUDING WITH RESPECT TO ANY OF XXXX' INTELLECTUAL PROPERTY, ANY OF XXXX' KNOW-HOW, EQUIPMENT THAT MAY BE RECOMMENDED FOR PURCHASE AND/OR ANY OTHER CONFIDENTIAL INFORMATION DISCLOSED, REVEALED OR OTHERWISE MADE AVAILABLE BY XXXX TO LICENSEE UNDER THIS AGREEMENTUSE WITH THE SERVICE) SHALL CREATE A WARRANTY. 9.3 Subject 7. FLOW shall not be liable for, and is excused from, any failure or delay due to Xxxx' compliance with its product warranty obligations with respect to Memantine under the Supply Agreementacts of God, Licensee hereby represents and warrants that all Contract Products manufacturedacts of civil or military authority, producedriots, distributedcivil unrest, marketed, sold and/or used by Licensee shall conform strictly with all acts of the requirements public enemy, war or threats of Articles 3.6 and 4.3 of this Agreement. Except as specifically provided in Article 10.1 of this Agreementwar, Licensee shall be solely responsible for accidents, fires, explosions, earthquakes, floods, unusually severe weather, epidemics, strikes or industrial action or any and all claims by any third parties, including, but not limited to, product liability claims, and any and all losses, liabilities, damages, costs and expenses attributable to all such claims, arising from, relating to, or attributable to any of the Contract Products manufactured, produced, distributed, marketed, sold and/or used by Licensee under this Agreementother cause beyond its reasonable control. 9.4 8. UNDER NO CIRCUMSTANCES WILL XXXX SHALL FLOW OR ITS AFFILIATES BE LIABLE TO LICENSEE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES THAT RESULT FROM CUSTOMER OR INCIDENTAL DAMAGESCUSTOMER'S USERS' USE OF OR INABILITY TO ACCESS ANY PART OF THE INTERNET OR RELIANCE ON OR USE OF INFORMATION, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST REVENUES SERVICES OR LOSS OF GOODWILL, WHETHER BASED MERCHANDISE PROVIDED ON CONTRACT OR TORTTHROUGH THE SERVICE, OR ARISING UNDER APPLICABLE LAW THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, LOSS, THEFT, OR OTHERWISEDELETION OF FILES, EVEN IF XXXX HAS BEEN PLACED ON NOTICE ERRORS, DEFECTS, DELAYS IN OPERATION, OR TRANSMISSION, OR ANY FAILURE OF THE POSSIBILITY OF SUCH DAMAGESPERFORMANCE. 9. XXXX' TOTAL LIABILITY UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED FIFTY PERCENT Notwithstanding anything to the contrary stated herein, FLOW's maximum liability hereunder will not exceed an amount equal to the total of the monthly recurring charges paid by the Customer hereunder for the twelve (50%12) OF THE SUM OF months preceding the month during which such liability arises. 10. The Customer shall defend, protect and hold harmless FLOW and its affiliates from and against any liabilities, actions, losses, costs, or claims incurred by them as a result of (i) ALL LUMP SUM PAYMENTS ACTUALLY PAID BY LICENSEE TO XXXX UNDER ARTICLE 5.1 HEREOF; AND any use or misuse of the Service (whether by the Customer or any other party), or (ii) ALL ROYALTIES ACTUALLY PAID BY LICENSEE TO XXXX UNDER ARTICLE 5.3 HEREOFany claims arising out of the use of any third party equipment or software with the Service based on the alleged infringement or misappropriation of any intellectual or other property rights of any third party. 11. FLOW and the Customer expressly agree that this Agreement does not give rise to any third party being a third party beneficiary or being entitled to any rights whatsoever. 12. In the event an action is brought by FLOW against the Customer to enforce this Agreement, in addition to any other remedy available to FLOW, Customer shall reimburse FLOW for reasonable attorneys’ fees and expenses of any such action.

Warranties and Liabilities. 9.1 Except 6.1 LICENSOR furnishes the Licensed Patents, and LICENSEE agrees to and does accept same, on a strictly “as specifically provided in Articles 2.6is” basis. LICENSEE hereby acknowledges that it has not relied upon any representations, 2.9 and 2.10 hereof, Xxxx makes no representation or warranty with respect to any of Xxxx' Know-How furnished to Licensee under this Agreement. Without limiting the generality of this Article 9.1, Licensee hereby specifically acknowledges and agrees that Xxxx makes no representation or warranty whatsoever that Licensee will derive any benefit from any of Xxxx' Know-How, Xxxx' Intellectual Property Rightswarranties, or any guarantees of the rights and licenses granted by Xxxx LICENSOR in determining whether to Licensee under enter into this Agreement. 9.2 EXCEPT AS SPECIFICALLY PROVIDED 6.2 LICENSOR DOES NOT GUARANTEE OR WARRANT THE LICENSED PATENTS, LICENSED KNOW-HOW, LICENSED TECHNICAL DATA, OR THE LICENSED PRODUCTS, OR THE VALIDITY, SCOPE OR ENFORCEABILITY OF THE LICENSED PATENTS, OR THE PERFORMANCE OF THE LICENSED KNOW-HOW, LICENSED TECHNICAL DATA, OR LICENSED PRODUCTS IN ARTICLES 2.4 AND 9.1 HEREOFANY FASHION, XXXX MAKES NO OTHER REPRESENTATION NOR DOES LICENSOR MAKE ANY WARRANTIES OR WARRANTYREPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, INCLUDINGWITH RESPECT TO THE CONTENT, BUT NOT LIMITED TOACCURACY, SUFFICIENCY, SUITABILITY, OR ADEQUACY OF THE LICENSED PATENTS, LICENSED KNOW-HOW, LICENSED TECHNICAL DATA, OR LICENSED PRODUCTS, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY A PARTICULAR PURPOSEPURPOSE OR FOR INTENDED USE, OR NON-INFRINGEMENTNONINFRINGEMENT, WITH RESPECT TO ANY AND LICENSEE BY ITS EXECUTION OF XXXX' INTELLECTUAL PROPERTY, ANY OF XXXX' KNOW-HOW, OR ANY OTHER CONFIDENTIAL INFORMATION DISCLOSED, REVEALED OR OTHERWISE MADE AVAILABLE BY XXXX TO LICENSEE UNDER THIS AGREEMENTAGREEMENT ASSUMES ALL SUCH RESPONSIBILITY AND OBLIGATIONS IN THESE REGARDS. 9.3 Subject 6.3 LICENSOR shall have no liability to Xxxx' compliance LICENSEE for any loss, cost, claim, remedy, suit, action, damages and/or liability (“Injury”) by agents or employees of LICENSEE or a third party under any cause of action arising out of, resulting from or in any way connected with its product warranty obligations with respect to Memantine under the Supply Agreement, Licensee hereby represents and warrants that all Contract Products manufactured, produced, distributed, marketed, sold and/or used by Licensee shall conform strictly with all of the requirements of Articles 3.6 and 4.3 of this Agreement. Except as specifically provided in Article 10.1 of this Agreement, Licensee shall be solely responsible for any or the use of the Licensed Patents or the Licensed Products by LICENSEE, its agents, employees, affiliates, transferees, and all claims by any third parties, obliges including, but not limited toto the United States Government, product whether in contract, tort or otherwise including, but not limited to third party bodily injury or property damage claims based on products liability, strict liability claimsor negligence, and any and all losses, liabilities, damages, costs and expenses attributable to all such claims, arising from, relating toerrors or omissions (including both active or passive negligence of LICENSOR), or attributable for negligence concerning any defects, bugs or deficiencies or lack thereof of any nature in the Licensed Patents or the Licensed Products (“Agreement Cause of Action”). 6.4 LICENSEE agrees to indemnify, defend and hold LICENSOR harmless from any Injury under any Agreement Cause of Action, including the cost of defending any such Agreement Cause of Action, regardless of the Contract Products manufacturedcause of such Injury. 6.5 LICENSOR shall not be liable to LICENSEE for any special, producedindirect, distributedincidental or consequential loss or damage including, marketedwithout limitation, sold and/or used by Licensee under any punitive damages arising out of or in connection with this Agreement. LICENSOR's warranty obligations and LICENSEE's remedies hereunder are solely and exclusively as stated herein. 6.6 LICENSEE waives any claims or counterclaims it may have, make or assert against LICENSOR arising out of or in any manner connected with or related to the subject matter of this Agreement. 9.4 UNDER NO CIRCUMSTANCES WILL XXXX BE LIABLE TO LICENSEE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST REVENUES OR LOSS OF GOODWILL, WHETHER BASED ON CONTRACT OR TORT, OR ARISING UNDER APPLICABLE LAW OR OTHERWISE, EVEN IF XXXX HAS BEEN PLACED ON NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. XXXX' TOTAL LIABILITY UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED FIFTY PERCENT (50%) OF THE SUM OF (i) ALL LUMP SUM PAYMENTS ACTUALLY PAID BY LICENSEE TO XXXX UNDER ARTICLE 5.1 HEREOF; AND (ii) ALL ROYALTIES ACTUALLY PAID BY LICENSEE TO XXXX UNDER ARTICLE 5.3 HEREOF.

Warranties and Liabilities. 9.1 Except as specifically provided in Articles 2.6The Software has been reviewed by professionals with the expertise required to provide you with complete, 2.9 accurate and 2.10 hereofreliable information. However, Xxxx Roxtec makes no representation representations or warranty with respect warranties, expressed or implied, regarding the use of the Software or the use or interpretation of any information stored on, generated by or received through the Software. Neither the system operators or developers of the Software nor anyone else connected to the Software assumes any responsibility for the results or consequences of Xxxx' Know-How furnished any attempt to Licensee under this Agreement. Without limiting the generality of this Article 9.1, Licensee hereby specifically acknowledges and agrees that Xxxx makes no representation use or warranty whatsoever that Licensee will derive any benefit from any of Xxxx' Know-How, Xxxx' Intellectual Property Rights, or adopt any of the rights information or disinformation presented on the Software. You acknowledge that you must evaluate yourself, and licenses granted by Xxxx bear all risks associated with, the use of any content or information, including any reliance on the accuracy, completeness, or usefulness of such content or information. Roxtec does not assume any responsibility in relation to Licensee under this Agreement. 9.2 EXCEPT any servers making the Software available that such servers will be error, virus or bug free and you accept that it is your responsibility to make adequate provision for protection against such threats. You are hereby recommended to scan any files before downloading. Roxtec does not assume any liability for any loss, destruction, deletion or failure to store any User Data or otherwise arising out of your failure to comply with your obligations. THE SOFTWARE IS PROVIDED "AS SPECIFICALLY PROVIDED IN ARTICLES 2.4 AND 9.1 HEREOFIS" WITHOUT WARRANTY OF ANY KIND, XXXX MAKES NO OTHER REPRESENTATION OR WARRANTY, EXPRESS EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY THE IMPLIED WARRANTY WARRANTIES OF MERCHANTABILITY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT WILL ROXTEC BE LIABLE FOR ANY PARTICULAR PURPOSEPERSONAL INJURY OR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL OR NON-INFRINGEMENT, WITH RESPECT TO SPECIAL DAMAGES OF ANY OF XXXX' INTELLECTUAL PROPERTY, ANY OF XXXX' KNOW-HOWKIND, OR ANY OTHER CONFIDENTIAL INFORMATION DISCLOSED, REVEALED OR OTHERWISE MADE AVAILABLE BY XXXX TO LICENSEE UNDER THIS AGREEMENT. 9.3 Subject to Xxxx' compliance with its product warranty obligations with respect to Memantine under the Supply Agreement, Licensee hereby represents and warrants that all Contract Products manufactured, produced, distributed, marketed, sold and/or used by Licensee shall conform strictly with all of the requirements of Articles 3.6 and 4.3 of this Agreement. Except as specifically provided in Article 10.1 of this Agreement, Licensee shall be solely responsible for any and all claims by any third parties, including, but not limited to, product liability claims, and any and all losses, liabilities, damages, costs and expenses attributable to all such claims, arising from, relating to, or attributable to any of the Contract Products manufactured, produced, distributed, marketed, sold and/or used by Licensee under this Agreement. 9.4 UNDER NO CIRCUMSTANCES WILL XXXX BE LIABLE TO LICENSEE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGESDAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST REVENUES OR THOSE RESULTING FROM LOSS OF PROFIT, LOSS OF CONTRACTS, GOODWILL, DATA, INFORMATION, INCOME, ANTICIPATED SAVINGS OR BUSINESS RELATIONSHIPS, WHETHER BASED ON CONTRACT OR TORT, OR ARISING UNDER APPLICABLE LAW OR OTHERWISE, EVEN IF XXXX HAS BEEN PLACED ON NOTICE NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. XXXX' TOTAL LIABILITY UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED FIFTY PERCENT (50%) DAMAGE, RESULTING FROM ANY USE OF THE SUM SOFTWARE, ANY RESULTS OBTAINED THEREFROM OR THE SOFTWARE BEING UNAVAILABLE DUE TO TECHNICAL ISSUES. ROXTEC SHALL NOT BE LIABLE FOR ANY DAMAGES, EXCEPT FOR WHERE CAUSED BY OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, ARISING OUT OF (i) ALL LUMP SUM PAYMENTS ACTUALLY PAID BY LICENSEE THE UNAUTHORIZED ACCESS TO XXXX UNDER ARTICLE 5.1 HEREOF; AND (ii) ALL ROYALTIES ACTUALLY PAID BY LICENSEE TO XXXX UNDER ARTICLE 5.3 HEREOFOR USE OF ROXTEC'S SECURE SERVERS AND/ OR THE INFORMATION STORED THEREIN. By using the Software, including downloading any content deriving from the Software, you agree to the exclusions and limitations of liability stated above and accept them as reasonable. You should not use this Software if you do not agree hereto.

Warranties and Liabilities. 9.1 Except as specifically BUTAMAX Warranty SUBJECT TO THE TERMS HEREOF, BUTAMAX warrants that it has the right to grant the license extended by Article 2. While it is expected that the INTELLECTUAL PROPERTY provided in Articles 2.6, 2.9 and 2.10 hereof, Xxxx makes no representation or warranty with respect to any of Xxxx' Know-How furnished to Licensee by BUTAMAX under this AgreementLICENSE Agreement will be useful to HIGHWATER to make Product on a commercial scale, BUTAMAX does not warrant or guarantee that such results will be obtained, EXCEPT TO THE EXTENT PROVIDED IN THE LEASE WITH RESPECT TO THE BUTAMAX UNIT PERFORMANCE TEST. Without limiting the generality BUTAMAX shall not be liable to HIGHWATER because of any failure in operations. There are no other warranties, express or implied, other than those expressly extended in this Article 9.1, Licensee hereby specifically acknowledges and agrees that Xxxx makes no representation or warranty whatsoever that Licensee will derive any benefit from any of Xxxx' Know-How, Xxxx' Intellectual Property Rights, or any of the rights and licenses granted by Xxxx to Licensee under this Agreement. 9.2 EXCEPT AS SPECIFICALLY PROVIDED IN ARTICLES 2.4 8 AND 9.1 HEREOF, XXXX MAKES NO BUTAMAX HEREBY DISCLAIMS ALL OTHER REPRESENTATION OR WARRANTYREPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY INCLUDING WARRANTIES OF MERCHANTABILITYTITLE, FITNESS FOR ANY A PARTICULAR PURPOSE, MERCHANTABILITY, VALIDITY AND ENFORCEABILITY OF ANY OF THE BUTAMAX PATENTS LICENSED HEREUNDER AND NONINFRINGEMENT OF THE BUTAMAX PATENTS BY A THIRD PARTY. ***. ANY TECHNICAL INFORMATION PROVIDED BY BUTAMAX OR NON-INFRINGEMENTITS DESIGNEE IS MADE AVAILABLE ON AN "AS IS" BASIS, WITHOUT WARRANTY WITH RESPECT TO ANY OF XXXX' INTELLECTUAL PROPERTYCOMPLETENESS, ANY OF XXXX' KNOW-HOW, COMPLIANCE WITH REGULATORY STANDARDS OR REGULATIONS OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER CONFIDENTIAL INFORMATION DISCLOSEDKIND OF WARRANTY WHETHER EXPRESS OR IMPLIED. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, REVEALED OR OTHERWISE MADE AVAILABLE BY XXXX TO LICENSEE UNDER THIS AGREEMENTHighwater will not have any claim against Butamax for lost profits. 9.3 Subject to Xxxx' compliance with its product warranty obligations with respect to Memantine under the Supply Agreement, Licensee hereby represents and warrants that all Contract Products manufactured, produced, distributed, marketed, sold and/or used by Licensee shall conform strictly with all of the requirements of Articles 3.6 and 4.3 of this Agreement. Except as specifically provided in Article 10.1 of this Agreement, Licensee shall be solely responsible for any and all claims by any third parties, including, but not limited to, product liability claims, and any and all losses, liabilities, damages, costs and expenses attributable to all such claims, arising from, relating to, or attributable to any of the Contract Products manufactured, produced, distributed, marketed, sold and/or used by Licensee under this Agreement. 9.4 UNDER NO CIRCUMSTANCES WILL XXXX BE LIABLE TO LICENSEE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST REVENUES OR LOSS OF GOODWILL, WHETHER BASED ON CONTRACT OR TORT, OR ARISING UNDER APPLICABLE LAW OR OTHERWISE, EVEN IF XXXX HAS BEEN PLACED ON NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. XXXX' TOTAL LIABILITY UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED FIFTY PERCENT (50%) OF THE SUM OF (i) ALL LUMP SUM PAYMENTS ACTUALLY PAID BY LICENSEE TO XXXX UNDER ARTICLE 5.1 HEREOF; AND (ii) ALL ROYALTIES ACTUALLY PAID BY LICENSEE TO XXXX UNDER ARTICLE 5.3 HEREOF.

Warranties and Liabilities. 9.1 Except as specifically 9.01 The research to be carried out in the Project is pioneering, and the University does not guarantee the results. However, the University does warrant that it will use its best efforts to commit adequate resources to the Project, to the extent that sufficient funding has been provided by the Sponsors and any third parties supporting the Project pursuant to paragraph 5.03, that it will administer, supervise, and conduct the Project in Articles 2.6a professional manner in good faith, 2.9 and 2.10 hereofin compliance with applicable laws and regulations, Xxxx makes no representation or warranty that it has the right to grant to Sponsors the rights it is granting in this Agreement, and that its arrangements with respect to any of Xxxx' Know-How furnished to Licensee under its employees are consistent with this Agreement. Without limiting the generality of this Article 9.1ALL OTHER WARRANTIES, Licensee hereby specifically acknowledges and agrees that Xxxx makes no representation or warranty whatsoever that Licensee will derive any benefit from any of Xxxx' Know-How, Xxxx' Intellectual Property Rights, or any of the rights and licenses granted by Xxxx to Licensee under this Agreement. 9.2 EXCEPT AS SPECIFICALLY PROVIDED IN ARTICLES 2.4 AND 9.1 HEREOF, XXXX MAKES NO OTHER REPRESENTATION OR WARRANTYINCLUDING WITHOUT LIMITATION ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDINGREGARDING THE ACCURACY, BUT NOT LIMITED TORELIABILITY, ANY IMPLIED WARRANTY OR UTILITY OF THE PROJECT TECHNOLOGY AND THE MERCHANTABILITY, FITNESS FOR ANY A PARTICULAR PURPOSE, OR NONUSAGE OF TRADE, AND FREEDOM FROM INFRINGEMENT OF THIRD-INFRINGEMENTPARTY PATENTS OF THE PROJECT TECHNOLOGY ARE HEREBY EXPRESSLY DISCLAIMED. THE UNIVERSITY WILL PROVIDE THE PROJECT TECHNOLOGY TO THE SPONSORS ON AN "AS IS" BASIS, WITH RESPECT WITHOUT WARRANTY OF ANY KIND. 9.02 EXCEPT FOR CLAIMS BASED ON WILFULL MISCONDUCT, NO PARTY WILL BE LIABLE TO ANY OTHER PARTY OR ANY OTHER PERSON FOR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF XXXX' INTELLECTUAL PROPERTYANTICIPATED REVENUES OR PROFITS, ARISING FROM ANY OF XXXX' KNOW-HOWCLAIM RELATING TO THIS AGREEMENT, THE PROJECT, OR ANY PROJECT TECHNOLOGY, WHETHER SUCH CLAIM IS BASED ON CONTRACT, TORT, STATUTE, OR OTHER CONFIDENTIAL INFORMATION DISCLOSEDLEGAL THEORY, REVEALED EVEN IF A REPRESENTATIVE OF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OR OTHERWISE MADE AVAILABLE BY XXXX TO LICENSEE UNDER THIS AGREEMENTLIKELIHOOD OF SAME. 9.3 Subject 9.03 Each Sponsor hereby agrees to Xxxx' compliance with its product warranty obligations with respect to Memantine under defend, indemnify, and hold harmless the Supply AgreementUniversity and all other Sponsors against all claims, Licensee hereby represents demands, losses, damages, causes of action, and warrants that all Contract Products manufacturedother liabilities of every kind (whether based on contract, producedtort, distributedstatute, marketed, sold and/or used or other legal theory) by Licensee shall conform strictly with all of the requirements of Articles 3.6 and 4.3 of this Agreement. Except as specifically provided in Article 10.1 of this Agreement, Licensee shall be solely responsible for any and all claims third parties for personal injury, death, property damage, or other loss or damages arising out of or resulting from (a) any use of any Project Technology or Project Patent Rights by that Sponsor or any third parties, including, but not limited to, product liability claims, and party to whom that Sponsor has extended the right to use any and all losses, liabilities, damages, costs and expenses attributable to all such claims, arising from, relating to, Project Technology or attributable to Project Patent Rights; or (b) any breach of the Contract Products manufactured, produced, distributed, marketed, sold and/or used by Licensee under that Sponsor's warranties set forth in this Agreement. 9.4 UNDER NO CIRCUMSTANCES WILL XXXX BE LIABLE TO LICENSEE FOR ANY INDIRECT9.04 The University hereby agrees to defend, SPECIALindemnify, CONSEQUENTIAL OR INCIDENTAL DAMAGESand hold harmless the Sponsors against all claims, INCLUDINGdemands, BUT NOT LIMITED TOlosses, LOST PROFITSdamages, LOST REVENUES OR LOSS OF GOODWILLcauses of action, WHETHER BASED ON CONTRACT OR TORTand other liabilities of every kind (whether based on contract, OR ARISING UNDER APPLICABLE LAW OR OTHERWISEtort, EVEN IF XXXX HAS BEEN PLACED ON NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. XXXX' TOTAL LIABILITY UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED FIFTY PERCENT statute, or other legal theory) by any and all third parties for personal injury, death, property damage, or other loss or damages arising out of or resulting from (50%a) OF THE SUM OF any use of any Project Technology or Project Patent Rights by the University or any third party to whom the University has extended the right to use any Project Technology or Project Patent Rights; or (ib) ALL LUMP SUM PAYMENTS ACTUALLY PAID BY LICENSEE TO XXXX UNDER ARTICLE 5.1 HEREOF; AND (ii) ALL ROYALTIES ACTUALLY PAID BY LICENSEE TO XXXX UNDER ARTICLE 5.3 HEREOFany breach of the University's warranties set forth in this Agreement.

Warranties and Liabilities. 9.1 Except 4.1 The User acknowledges and agrees that: (a) Hydronumerics does not represent and warrant that there are no errors in the Software or that any such errors, if present, will be corrected; (b) to the maximum extent permitted by law, Hydronumerics is not liable for any Loss (including Consequential Loss) arising directly or indirectly from and in connection with the User’s use of (or inability to use) the Software, including, without limitation, failures of the Software in circumstances of power or telecommunications interruptions or failures or any other circumstance beyond the control of Hydronumerics; and (c) to the maximum extent permitted by law, the Software is provided to the User on an “as specifically provided in Articles 2.6, 2.9 is” basis and 2.10 hereof, Xxxx Hydronumerics makes no representation nor gives any guarantee or warranty (including, without limitation, of merchantability, acceptable quality, fitness for any particular purpose or fitness for disclosed result) nor, subject to clause 4.2, has any other liability under any warranty, condition, guarantee or other liability imposed by statute in connection with respect the Software (Statutory Warranties). 4.2 To the extent that Hydronumerics is liable in connection with any Statutory Warranties, and excluding or modifying the application of, or exercise of, or liability under, such Statutory Warranties would contravene any applicable law or cause this clause to be void, Hydronumerics’ liability for any breach of Xxxx' Know-How furnished such Statutory Warranties or liability under such Statutory Warranties will be limited, at Hydronumerics’ option, to Licensee under this Agreement. Without limiting one or more of the generality following: (a) if the liability relates to goods: (1) the replacement of this Article 9.1, Licensee hereby specifically acknowledges the goods or the supply of equivalent goods; (2) the repair of such goods; (3) the payment of the cost of replacing the goods or of acquiring equivalent goods; or (4) the payment of the cost of having the goods repaired; and (b) if the liability relates to services: (1) the supplying of the services again; or (2) the payment of the cost of having the services supplied again; and the User agrees that Xxxx makes no representation or warranty whatsoever that Licensee will derive any benefit from any this limitation of Xxxx' Know-How, Xxxx' Intellectual Property Rights, or any of liability is reasonable in the rights and licenses granted by Xxxx to Licensee under this Agreementcircumstances. 9.2 EXCEPT AS SPECIFICALLY PROVIDED IN ARTICLES 2.4 AND 9.1 HEREOF4.3 Without limitation to the foregoing and to the maximum extent permitted by law, XXXX MAKES NO OTHER REPRESENTATION OR WARRANTYHydronumerics’ total aggregate liability (whether in contract, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR NON-INFRINGEMENT, WITH RESPECT TO ANY OF XXXX' INTELLECTUAL PROPERTY, ANY OF XXXX' KNOW-HOW, OR ANY OTHER CONFIDENTIAL INFORMATION DISCLOSED, REVEALED OR OTHERWISE MADE AVAILABLE BY XXXX TO LICENSEE UNDER THIS AGREEMENTtort or otherwise) to the User under or in connection with this agreement is limited to the amount of $100. 9.3 Subject to Xxxx' compliance with its product warranty obligations with respect to Memantine under the Supply Agreement, Licensee hereby represents and warrants that all Contract Products manufactured, produced, distributed, marketed, sold and/or used by Licensee shall conform strictly with all of the requirements of Articles 3.6 and 4.3 of this Agreement. Except as specifically provided in Article 10.1 of this Agreement, Licensee shall be solely responsible for any and all claims by any third parties, including, but not limited to, product liability claims, and any and all losses, liabilities, damages, costs and expenses attributable to all such claims, arising from, relating to, or attributable to any of the Contract Products manufactured, produced, distributed, marketed, sold and/or used by Licensee under this Agreement. 9.4 UNDER NO CIRCUMSTANCES WILL XXXX BE LIABLE TO LICENSEE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST REVENUES OR LOSS OF GOODWILL, WHETHER BASED ON CONTRACT OR TORT, OR ARISING UNDER APPLICABLE LAW OR OTHERWISE, EVEN IF XXXX HAS BEEN PLACED ON NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. XXXX' TOTAL LIABILITY UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED FIFTY PERCENT (50%) OF THE SUM OF (i) ALL LUMP SUM PAYMENTS ACTUALLY PAID BY LICENSEE TO XXXX UNDER ARTICLE 5.1 HEREOF; AND (ii) ALL ROYALTIES ACTUALLY PAID BY LICENSEE TO XXXX UNDER ARTICLE 5.3 HEREOF.