Common use of Warranty and Limitation of Liability Clause in Contracts

Warranty and Limitation of Liability. 7.1 LB warrants that: 7.1.1 the Services shall be performed in accordance with Clause 4.1; and [*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 7.1.2 the Product shall meet Specification on delivery, save where the Specification is stated to be in draft form when LB shall be obliged only to use its reasonable endeavours to produce Product that meets Specification. 7.2 Clause 7.1 is in lieu of all conditions, warranties and statements in respect of the Services and/or the Product whether expressed or implied by statute, custom of the trade or otherwise (including but without limitation any such condition, warranty or statement relating to the description or quality of the Product, its fitness for a particular purpose or use under any conditions whether or not known to LB) and any such condition, warranty or statement is hereby excluded. 7.3 Without prejudice to the terms of Clauses 5.6, 7.1. 7.2, 7.4 and 7.6, the liability of LB for any loss or damage suffered by the Customer as a direct result of any breach of the Agreement or of any other liability of LB (including misrepresentation and negligence or third party claim brought against Customer relating solely to LB know-how) in respect of the Services (including without limitation the production and/or supply of the Product) shall be limited to the payment by LB of damages which shall not exceed pounds sterling nine hundred and nineteen thousand and five hundred (£919,500). 7.4 Subject to Clause 7.6, LB shall not be liable for the following loss or damage howsoever caused (even if foreseeable or in the contemplation of LB or the Customer): 7.4.1 loss of profits, business or revenue whether suffered by the Customer or any other person; or 7.4.2 special, indirect or consequential loss, whether suffered by the Customer or any other person; and 7.4.3 any loss arising from any claim made against the Customer by any other person. 7.5 Provided that LB gives Customer prompt written notice and full particulars of any claim, tenders to Customer, full control of any defense or settlement, and co-operate fully with Customer, the Customer shall indemnify and maintain LB promptly indemnified against all claims, actions, costs, expenses of any nature (including court costs and legal fees on a full indemnity basis) or other liabilities whatsoever in respect of the following, it been agreed, however that LB will retain its own independent legal counsel with settlement of any claim requiring LB’s prior written consent which will not be unreasonably withheld: 7.5.1 any liability under the Consumer Protection Xxx 0000, unless such liability is caused by the negligent act or omission of LB in the production and/or supply of the Product; and 7.5.2 any product liability (other than that referred to in Clause 7.5.1) in respect of Product, unless such liability is caused by the negligent act or omission of LB in the production and/or supply of Product; and 7.5.3 any negligent or willful act or omission of the Customer in relation to the use, processing, storage or sale of the Product. 7.6 Nothing contained in these Standard Terms shall purport to exclude or restrict any liability for death or personal injury resulting directly from negligence by LB in carrying out the Services or any liability for breach of the implied undertakings of LB as to title. 7.7 The obligations of LB and the Customer under this Clause 7 shall survive the termination for whatever reason of the Agreement.

Warranty and Limitation of Liability. 7.1 LB Lonza warrants that: 7.1.1 the Services shall be performed in accordance with Clause 4.1; and [*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.and 7.1.2 the Product shall meet Specification on deliverySpecification, save with respect to the first batch of Product delivered pursuant to Schedule 5 Stage 5 where the Specification is stated to be in draft form when LB Lonza shall be obliged only to use its reasonable endeavours to produce Product that meets Specification. 7.2 Clause 7.1 is in lieu of all conditions, warranties and statements in respect of the Services and/or the Product whether expressed or implied by statute, custom of the trade or otherwise (including but without limitation any such condition, warranty or statement relating to the description or quality of the Product, its fitness for a particular purpose or use under any conditions whether or not known to LBLonza) and any such condition, warranty or statement is hereby excluded. 7.3 Without prejudice to the terms of Clauses 3.4, 5.6, 7.1. 7.2, 7.2 and 7.4 and and, subject to Clause 7.6, the liability of LB Lonza for any loss or damage suffered by the Customer as a direct result of any breach of the Agreement or of any other liability of LB Lonza (including misrepresentation and negligence or third party claim brought against Customer relating solely to LB know-hownegligence) in respect of the Services (including without limitation the production and/or supply of the Product) shall be limited to the payment by LB Lonza of damages which shall not exceed pounds sterling nine hundred [*]. The limitation of liability set forth in the preceding sentence shall not apply to any breach by Lonza of Clauses 3.2, 8.1, 8.2 and nineteen thousand and five hundred (£919,500)8.3 of this Schedule 5. 7.4 Subject to Clause 7.6, LB Lonza shall not be liable for the following loss or damage howsoever caused (even if foreseeable or in the contemplation of LB Lonza or the Customer): 7.4.1 loss of profits, business or revenue whether suffered by the Customer or any other person; oror * Certain confidential information contained in this document, marked by brackets, has been omitted and filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 7.4.2 special, indirect or consequential loss, lost whether suffered by the Customer or any other person; and 7.4.3 any loss arising from any claim made against the Customer by any other person. 7.5 Provided that LB gives Customer prompt written notice and full particulars of any claim, tenders to Customer, full control of any defense or settlement, and co-operate fully with Customer, the The Customer shall indemnify and maintain LB Lonza promptly indemnified against all claims, actions, costs, expenses of any nature (including court costs and legal fees on a full indemnity basis) or other liabilities whatsoever in respect of the following, it been agreed, however that LB will retain its own independent legal counsel with settlement of any claim requiring LB’s prior written consent which will not be unreasonably withheldof: 7.5.1 any liability under the Consumer Protection Xxx Act 0000, unless unless, such liability is caused by the negligent act or omission of LB Lonza in the production and/or supply of the Product; and 7.5.2 any product liability (other than that referred to in Clause 7.5.1) in respect of Product, unless such liability is caused by the negligent act or omission of LB Lonza in the production and/or supply of Product; and 7.5.3 any negligent or willful wilful act or omission of the Customer in relation to the use, processing, storage or sale of the Product. 7.6 Nothing contained in these Standard Terms shall purport to exclude or restrict any liability for death or personal injury resulting directly from negligence by LB Lonza in carrying out the Services or any liability for breach of the implied undertakings of LB Lonza as to title. 7.7 The obligations of LB and the Customer and Lonza under this Clause 7 shall survive the termination for whatever reason of the Agreement.

Warranty and Limitation of Liability. 7.1 LB warrants that: 7.1.1 the Services shall be performed in accordance with Clause 4.1; and [*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 7.1.2 the Product shall meet Specification on delivery, save where the Specification is stated to be in draft form when LB shall be obliged only to use its reasonable endeavours to produce Product that meets Specification. 7.2 Clause 7.1 is in lieu of all conditions, warranties and statements in respect of the Services and/or the Product whether expressed or implied by statute, custom of the trade or otherwise (including but without limitation any such condition, warranty or statement relating to the description or quality of the Product, its fitness for a particular purpose or use under any conditions whether or not known to LB) and any such condition, warranty or statement is hereby excluded. 7.3 Without prejudice to the terms of Clauses 5.6, 7.1. 7.2, 7.4 and 7.6, the liability of LB for any loss or damage suffered by the Customer as a direct result of any breach of the Agreement or of any other liability of LB (including misrepresentation and negligence or third party claim brought against Customer relating solely to LB know-how) in respect of the Services (including without limitation the production and/or supply of the Product) shall be limited to the payment by LB of damages which shall not exceed pounds sterling nine hundred and nineteen thousand and five hundred (£919,500)[*]. 7.4 Subject to Clause 7.6, LB shall not be liable for the following loss or damage howsoever caused (even if foreseeable or in the contemplation of LB or the Customer): 7.4.1 loss of profits, business or revenue whether suffered by the Customer or any other person; or 7.4.2 special, indirect or consequential loss, whether suffered by the Customer or any other person; and 7.4.3 any loss arising from any claim made against the Customer by any other person. 7.5 Provided that LB gives Customer prompt written notice and full particulars of any claim, tenders to Customer, full control of any defense or settlement, and co-operate fully with Customer, the Customer shall indemnify and maintain LB promptly indemnified against all claims, actions, costs, expenses of any nature (including court costs and legal fees on a full indemnity basis) or other liabilities whatsoever in respect of the following, it been agreed, however that LB will retain its own independent legal counsel with settlement of any claim requiring LB’s 's prior written consent which will not be unreasonably withheld: 7.5.1 any liability under the Consumer Protection Xxx Act 0000, unless such liability is caused by the negligent act or omission of LB in the production and/or supply of the Product; and 7.5.2 any product liability (other than that referred to in Clause 7.5.1) in respect of Product, unless such liability is caused by the negligent act or omission of LB in the production and/or supply of Product; and 7.5.3 any negligent or willful act or omission of the Customer in relation to the use, processing, storage or sale of the Product. 7.6 Nothing contained in these Standard Terms shall purport to exclude or restrict any liability for death or personal injury resulting directly from negligence by LB in *Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. carrying out the Services or any liability for breach of the implied undertakings of LB as to title. 7.7 The obligations of LB and the Customer under this Clause 7 shall survive the termination for whatever reason of the Agreement.

Warranty and Limitation of Liability. 7.1 LB warrants that: 7.1.1 the Services shall be performed in accordance with Clause 4.1; and [*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 7.1.2 the Product shall meet Specification on delivery, save where the Specification is stated to be in draft form when LB shall be obliged only to use its reasonable endeavours to produce Product that meets Specification. 7.2 Clause 7.1 is in lieu of all conditions, warranties and statements in respect of the Services and/or the Product whether expressed or implied by statute, custom of the trade or otherwise (including but without limitation any such condition, warranty or statement relating to the description or quality of the Product, its fitness for a particular purpose or use under any conditions whether or not known to LB) and any such condition, warranty or statement is hereby excluded. 7.3 Without prejudice to the terms of Clauses 5.6, 7.1. 7.2, 7.4 and 7.6, the liability of LB for any loss or damage suffered by the Customer as a direct result of any breach of the Agreement or of any other liability of LB (including misrepresentation and negligence or third party claim brought against Customer relating solely to LB know-how) in respect of the Services (including without limitation the production and/or supply of the Product) shall be limited to the payment by LB of damages which shall not exceed pounds sterling nine hundred and nineteen thousand and five hundred (£919,500)[*]. 7.4 Subject to Clause 7.6, LB shall not be liable for the following loss or damage howsoever caused (even if foreseeable or in the contemplation of LB or the Customer): 7.4.1 loss of profits, business or revenue whether suffered by the Customer or any other person; or 7.4.2 special, indirect or consequential loss, whether suffered by the Customer or any other person; and 7.4.3 any loss arising from any claim made against the Customer by any other person. 7.5 Provided that LB gives Customer prompt written notice and full particulars of any claim, tenders to Customer, full control of any defense or settlement, and co-operate fully with Customer, the Customer shall indemnify and maintain LB promptly indemnified against all claims, actions, costs, expenses of any nature (including court costs and legal fees on a full indemnity basis) or other liabilities whatsoever in respect of the following, it been agreed, however that LB will retain its own independent legal counsel with settlement of any claim requiring LB’s prior written consent which will not be unreasonably withheld: 7.5.1 any liability under the Consumer Protection Xxx 0000, unless such liability is caused by the negligent act or omission of LB in the production and/or supply of the Product; and 7.5.2 any product liability (other than that referred to in Clause 7.5.1) in respect of Product, unless such liability is caused by the negligent act or omission of LB in the production and/or supply of Product; and 7.5.3 any negligent or willful act or omission of the Customer in relation to the use, processing, storage or sale of the Product. 7.6 Nothing contained in these Standard Terms shall purport to exclude or restrict any liability for death or personal injury resulting directly from negligence by LB in [*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. carrying out the Services or any liability for breach of the implied undertakings of LB as to title. 7.7 The obligations of LB and the Customer under this Clause 7 shall survive the termination for whatever reason of the Agreement.

Warranty and Limitation of Liability. 7.1 LB warrants that: 7.1.1 the Services shall be performed in accordance with Clause 4.1; and [*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 7.1.2 the Product shall meet Specification on delivery, save where the Specification is stated to be in draft form when LB shall be obliged only to use its reasonable endeavours to produce Product that meets Specification. 7.2 Clause 7.1 is in lieu of all conditions, warranties and statements in respect of the Services and/or the Product whether expressed or implied by statute, custom of the trade or otherwise (including but without limitation any such condition, warranty or statement relating to the description or quality of the Product, its fitness for a particular purpose or use under any conditions whether or not known to LB) and any such condition, warranty or statement is hereby excluded. 7.3 Without prejudice to the terms of Clauses 5.6, 7.1. 7.2, 7.4 and 7.6, the liability of LB for any loss or damage suffered by the Customer as a direct result of any breach of the Agreement or of any other liability of LB (including misrepresentation and negligence or third party claim brought against Customer relating solely to LB know-how) in respect of the Services (including without limitation the production and/or supply of the Product) shall be limited to the payment by LB of damages which shall not exceed pounds sterling nine hundred and nineteen thousand and five hundred (£919,500)[*]. 7.4 Subject to Clause 7.6, LB shall not be liable for the following loss or damage howsoever caused (even if foreseeable or in the contemplation of LB or the Customer): 7.4.1 loss of profits, business or revenue whether suffered by the Customer or any other person; or 7.4.2 special, indirect or consequential loss, whether suffered by the Customer or any other person; and 7.4.3 any loss arising from any claim made against the Customer by any other person. 7.5 Provided that LB gives Customer prompt written notice and full particulars of any claim, tenders to Customer, full control of any defense or settlement, and co-operate fully with Customer, the Customer shall indemnify and maintain LB promptly indemnified against all claims, actions, costs, expenses of any nature (including court costs and legal fees on a full indemnity basis) or other liabilities whatsoever in respect of the following, it been agreed, however that LB will retain its own independent legal counsel with settlement of any claim requiring LB’s prior written consent which will not be unreasonably withheld: 7.5.1 any liability under the Consumer Protection Xxx 0000, unless such liability is caused by the negligent act or omission of LB in the production and/or supply of the Product; and 7.5.2 any product liability (other than that referred to in Clause 7.5.1) in respect of Product, unless such liability is caused by the negligent act or omission of LB in the production and/or supply of Product; and 7.5.3 any negligent or willful act or omission of the Customer in relation to the use, processing, storage or sale of the Product. 7.6 Nothing contained in these Standard Terms shall purport to exclude or restrict any liability for death or personal injury resulting directly from negligence by LB in [*]Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. carrying out the Services or any liability for breach of the implied undertakings of LB as to title. 7.7 The obligations of LB and the Customer under this Clause 7 shall survive the termination for whatever reason of the Agreement.

Warranty and Limitation of Liability. 7.1 LB warrants that: 7.1.1 the Services shall be performed in accordance with Clause 4.14; and [*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.and 7.1.2 the Product shall meet Specification on delivery, save where the Specification is stated to be in draft form when LB shall be obliged only to use its reasonable endeavours to produce Product that meets Specification. 7.2 Clause 7.1 is in lieu of all conditions, warranties and statements in respect of the Services and/or the Product whether expressed or implied by statute, custom of the trade or otherwise (including but without limitation any such condition, warranty or statement relating to the description or quality of the Product, its fitness for a particular purpose or use under any conditions whether or not known to LB) and any such condition, warranty or statement is hereby excluded. 7.3 Without prejudice to the terms of Clauses 3.4, 5.6, 7.1. 7.2, 7.2 and 7.4 and and, subject to Clause 7.6, the liability of LB for any loss or damage suffered by the Customer as a direct result of any breach of the Agreement or of any other liability of LB (including misrepresentation and negligence or third party claim brought against Customer relating solely to LB know-hownegligence) in respect of the Services (including without limitation the production and/or supply of the Product) shall be limited to the payment by LB of damages which shall [****]. The limitation of liability set forth in the preceding sentence shall not exceed pounds sterling nine hundred apply to any breach by LB of Clauses 3.2, 8.1, 8.2 and nineteen thousand and five hundred (£919,500)8.3 of this Schedule 5 or in respect of direct damage caused to Customer as a result of LB's breach of this Agreement by LB's willful misconduct. 7.4 Subject to Clause 7.6, LB shall not be liable for the following loss or damage howsoever caused (even if foreseeable or in the contemplation of LB or the Customer): 7.4.1 loss of profits, business or revenue whether suffered by the Customer or any other person; or 7.4.2 special, indirect or consequential loss, whether suffered by the Customer or any other person; and 7.4.3 any loss arising from any claim made against the Customer by any other person. 7.5 Provided that LB gives Customer prompt written notice and full particulars of any claim, tenders to Customer, full control of any defense or settlement, and co-operate fully with Customer, the The Customer shall indemnify and maintain LB promptly indemnified against all claims, actions, costs, expenses of any nature (including court costs and legal fees on a full indemnity basis) or other liabilities whatsoever in respect of the following, it been agreed, however that LB will retain its own independent legal counsel with settlement of any claim requiring LB’s prior written consent which will not be unreasonably withheldof: 7.5.1 any liability under the Consumer Protection Xxx Act 0000, unless xxless such liability is caused by the negligent act or omission of LB in the production and/or supply of the Product; and 7.5.2 any product liability (other than that referred to in Clause 7.5.1) in respect of Product, unless such liability is caused by the negligent act or omission of LB in the production and/or supply of Product; and 7.5.3 any negligent or willful act or omission of the Customer in relation to the use, processing, storage or sale of the Product. 7.6 Nothing contained in these Standard Terms shall purport to exclude or restrict any liability for death or personal injury resulting directly from negligence by LB in carrying out the Services or any liability for breach of the implied undertakings of LB as to title. 7.7 The obligations of LB and the Customer under this Clause 7 shall survive the termination for whatever reason of the Agreement.. * CONFIDENTIAL TREATMENT REQUESTED