Common use of Warranty and Limitation of Liability Clause in Contracts

Warranty and Limitation of Liability. 12.1. The Supplier warrants that the Supplier is the sole owner and holder of or has and will maintain sufficient rights and interests in, all intellectual property rights in the Service, and that the Supplier has and will maintain the right and authority to grant the Customer the rights defined in this Agreement. This warranty does not extend to any use following notification of possible infringement, use of Service with any other software or data not provided by the Supplier, or for use violating the Terms or agreement. 12.2. The Supplier warrants that it is not subject to sanctions or designated on any list of prohibited or restricted parties and complies with applicable import, sanctions, and export control laws. 12.3. The Customer acknowledges that use of Service grants them access to the proprietary information, intellectual property and databases of the Supplier. The Customer agrees they shall refrain, during their Subscription Term and for one year thereafter, from developing (or having developed for them or from aiding, abetting or supporting the development) of any software or services which compete with the Service. The Customer agrees they shall refrain perpetually from using information, intellectual property or databases available of the Supplier or those generated as derivative data using the Service in the development of any software or services which compete with Service. IN CASE OF BREACH OF THIS SECTION, THE SUPPLIER IS ENTITLED TO A CONTRACTUAL PENALTY OF EUR100,000 PER BREACH AND EUR30,000 PER MONTH THE BREACH CONTINUES AFTER NOTICE, IN ADDITION TO AWARDED DAMAGES. 12.4. By their nature, sustainability assessments are inexact. Available cost and environmental impact information may not represent the realized figures. The Supplier does not warrant accuracy of such calculations, even in case where the data and the Service have been verified. 12.5. Downgrading the Service order by the Customer may cause loss of content, features, or capacity of the Service. The Supplier does not accept any liability for such a loss or damages caused by such a loss. 12.6. THE SUPPLIER IS NOT RESPONSIBLE FOR ANY LOSS OF PROFITS, SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE SUPPLIER IS NOT RESPONSIBLE FOR INTERNET CONNECTION FAILURES. THE SUPPLIER IS NOT RESPONSIBLE FOR ANY DISADVANTAGES CAUSED BY INCORRECT OR ERRONEOUS INFORMATION PROVIDED BY THE CUSTOMER, OR THE SERVICE NOT FULFILLING THE CUSTOMER’S NEEDS. 12.7. The Customer is responsible for ensuring that any use of the Service with rights provided by the Customer shall not infringe these Terms, including for unallowed use and user account sharing. In case of infringement, the Customer is liable to pay the Supplier for the full value of the excess usage of the Service and any extracted, copied, or reproduced data, on the then current list prices of the applicable Service, in addition of any damages and penalties and ensuring that the infringement immediately ceases. 12.8. THE SUPPLIER IS LIABLE ONLY FOR THE DIRECT DAMAGES OF THE CUSTOMER CAUSED BY THE BREACH OF THIS AGREEMENT BY THE SUPPLIER. THE SUPPLIER’S AGGREGATE LIABILITY IN ALL CASES IS LIMITED TO THE AMOUNT OF SIX MONTHS SERVICE FEES. 12.9. The Supplier has no liability and gives no warranties for free of charge, demonstration, or test use of the Service. Such use does not give the Customer or the User any rights related to the Service. 12.10. No action regardless of the form may be brought against the Supplier under this Agreement more than one (1) year after the cause of action shall have arisen.

Warranty and Limitation of Liability. 12.16.1 ICOS warrants that: 6.1.1 the Services shall be performed in accordance with Clause 3.1; and 6.1.2 the Product shall meet Product Specifications, except where the Product Specifications has not been agreed between the parties hereto in which case ICOS shall be obliged only to use its reasonable commercial efforts to produce Product that meets draft Product Specifications. 6.1.3 the Product delivered to SGI pursuant to this Agreement shall conform to the Product Specifications and that such Product shall (i) be free from defects in material and workmanship, (ii) be manufactured in accordance with cGMP and (iii) be manufactured in accordance with Appendix C hereof. 6.2 Clause 6.1 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 ICOS) and any such condition, warranty or statement is hereby excluded. The Supplier warrants that ICOS MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCT. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED BY ICOS. IN NO EVENT SHALL ICOS BE LIABLE FOR INDIRECT, INCIDENTAL OR COMMERCIAL CONSEQUENTIAL DAMAGES. 6.3 Without prejudice or modification to the Supplier is terms of Clauses 6.1 and 6.2 the sole owner liability of ICOS to SGI, its permitted assigns and holder successors in interest, for any loss suffered by SGI or its permitted assigns and successors in interest, arising as a direct result of a breach of this Agreement, or has of any other liability, including without limitation, misrepresentation and will maintain sufficient rights negligence (whether active, passive or imputed), arising out of the Agreement and interests inServices provided thereunder, all intellectual property including without limitation the production and/or supply of the Product, shall be limited to the payment of damages which shall not exceed in US Dollars THE PRICE FOR SERVICES PAID BY SGI UNDER THE AGREEMENT save in the event and to the extent such damages are caused by ICOS's willful or intentional breach of this Agreement or willful or intentional misconduct in the performance of the Services. 6.4 Subject to Clause 6.3, ICOS shall not be liable for the following loss or damage howsoever caused (even if foreseeable or in the contemplation of ICOS or SGI): 6.4.1 loss of profits, business or revenue suffered by SGI or any other person who may be subrogated to, or assigned rights in the Serviceloss or damage; or 6.4.2 special, indirect or consequential loss, whether suffered by SGI or any other person. 6.5 SGI shall indemnify and that hold harmless and maintain ICOS indemnified and held harmless against all Damages in respect of: 6.5.1 any product liability in respect of Product; and 6.5.2 any negligent (active, passive or imputed), gross negligence or intentional act or omission of SGI in relation to the Supplier has use, processing, storage or sale of the Product. 6.6 Except as expressly granted in Appendix G and will maintain the right allowed to transfer the manufacturing process in Sections 3.3 and authority to grant the Customer the rights defined in 9.1, no express or implied license is granted by this Agreement. This warranty does not extend to any use following notification of possible infringement, use of Service with any other software or data not provided by the Supplier, or for use violating the Terms or agreement. 12.2. The Supplier 6.7 SGI represents and warrants that it is not subject unless already expressly agreed in a written and executed document immediately prior to sanctions the initiation of the first cGMP manufacturing run, SGI will adopt the initial Manufacturing Specifications as its own specification. Any changes or designated on any list additions to the Manufacturing Specifications shall be made with the written approval of prohibited or restricted parties and complies with applicable import, sanctions, and export control lawsSGI. 12.3. 6.8 The Customer acknowledges that use obligations of Service grants them access to SGI under this Clause 6 shall survive the proprietary information, intellectual property and databases termination for whatever reason of the Supplier. The Customer agrees they shall refrain, during their Subscription Term and for one year thereafter, from developing (or having developed for them or from aiding, abetting or supporting the development) of any software or services which compete with the Service. The Customer agrees they shall refrain perpetually from using information, intellectual property or databases available of the Supplier or those generated as derivative data using the Service in the development of any software or services which compete with Service. IN CASE OF BREACH OF THIS SECTION, THE SUPPLIER IS ENTITLED TO A CONTRACTUAL PENALTY OF EUR100,000 PER BREACH AND EUR30,000 PER MONTH THE BREACH CONTINUES AFTER NOTICE, IN ADDITION TO AWARDED DAMAGESAgreement. 12.4. By their nature, sustainability assessments are inexact. Available cost and environmental impact information may not represent the realized figures. The Supplier does not warrant accuracy of such calculations, even in case where the data and the Service have been verified. 12.5. Downgrading the Service order by the Customer may cause loss of content, features, or capacity of the Service. The Supplier does not accept any liability for such a loss or damages caused by such a loss. 12.6. THE SUPPLIER IS NOT RESPONSIBLE FOR ANY LOSS OF PROFITS, SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE SUPPLIER IS NOT RESPONSIBLE FOR INTERNET CONNECTION FAILURES. THE SUPPLIER IS NOT RESPONSIBLE FOR ANY DISADVANTAGES CAUSED BY INCORRECT OR ERRONEOUS INFORMATION PROVIDED BY THE CUSTOMER, OR THE SERVICE NOT FULFILLING THE CUSTOMER’S NEEDS. 12.7. The Customer is responsible for ensuring that any use of the Service with rights provided by the Customer shall not infringe these Terms, including for unallowed use and user account sharing. In case of infringement, the Customer is liable to pay the Supplier for the full value of the excess usage of the Service and any extracted, copied, or reproduced data, on the then current list prices of the applicable Service, in addition of any damages and penalties and ensuring that the infringement immediately ceases. 12.8. THE SUPPLIER IS LIABLE ONLY FOR THE DIRECT DAMAGES OF THE CUSTOMER CAUSED BY THE BREACH OF THIS AGREEMENT BY THE SUPPLIER. THE SUPPLIER’S AGGREGATE LIABILITY IN ALL CASES IS LIMITED TO THE AMOUNT OF SIX MONTHS SERVICE FEES. 12.9. The Supplier has no liability and gives no warranties for free of charge, demonstration, or test use of the Service. Such use does not give the Customer or the User any rights related to the Service. 12.10. No action regardless of the form may be brought against the Supplier under this Agreement more than one (1) year after the cause of action shall have arisen.

Warranty and Limitation of Liability. 12.16.1 Each Party represents and warrants that: 6.1.1 It is a corporation (in the case of CLIENT) or a limited liability company (in the case of ▇▇▇▇) duly organized, validly existing and in good standing under the laws of the state in which it is incorporated or organized, as applicable and the full corporate or company power and authority and the legal right to own and operate its property and assets to carry on its business as it is now being conducted and as contemplated in this Agreement. 6.1.2 As of the date of this Agreement (a) it has the corporate or company power and authority and the legal right to enter into this Agreement and perform its obligations hereunder; and (b) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid and binding obligation of such Party and is enforceable against it in accordance with its terms. The Supplier *** Portions of this page have been omitted pursuant to a request for Confidential Treatment filed separately with the Commission. Confidential Treatment Requested — Redacted Copy 6.2 ▇▇▇▇ warrants that: 6.2.1 the Services shall be performed in accordance with Section 3.1; and 6.2.2 the Product when made available at ▇▇▇▇’▇ shipping docks shall meet Product Specifications, except where the Product Specifications has not been agreed between the Parties hereto in which case ▇▇▇▇ shall be obliged only to use its reasonable commercial efforts to produce Product that meets draft Product Specifications; and 6.2.3 the Supplier Product delivered to CLIENT pursuant to this Agreement shall conform to the Product Specifications and that such Product shall (a) be free from defects in material and workmanship, (b) be manufactured in accordance with CGMP and Applicable Laws and (c) be manufactured in accordance with the Master Batch Records as agreed and accepted in the Project Plan. 6.3 Section 6.2 is in lieu of all conditions, representations and warranties and statements in respect of the sole owner Services and/or the Product warranties 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 ▇▇▇▇) and holder any such condition, warranty or statement is hereby excluded. ▇▇▇▇ MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCT AND/OR THE SERVICES. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED BY ▇▇▇▇. 6.4 Without prejudice or modification to the terms of Sections 6.1 and 6.2, and specifically excluding ▇▇▇▇’▇ liability arising under Section 2.7, or has Articles 7 or 9, the liability of ▇▇▇▇ to CLIENT, its permitted assigns and will maintain sufficient rights successors in interest, for any loss suffered by CLIENT or its permitted assigns and interests insuccessors in interest, all intellectual property arising as a direct result of a breach of this Agreement, or of any other liability, including without limitation, misrepresentation and negligence (whether active, passive or imputed), arising out of this Agreement and Services provided thereunder, including without limitation the production and/or supply of the Product, shall be limited to the payment of damages which shall not exceed in US Dollars THE PRICE FOR SERVICES PAID BY CLIENT UNDER THE AGREEMENT; provided, however, if and to the extent such damages are caused by ▇▇▇▇’▇ willful or intentional breach of this Agreement or willful or intentional misconduct in the performance of the Services, then the damage limitation in this Section 6.4 shall not apply. 6.5 Neither Party shall in any event be liable for the following loss or damage howsoever caused (even if foreseeable or in the contemplation of ▇▇▇▇ or CLIENT): 6.5.1 loss of profits, business or revenue suffered by the other Party or any other person who may be subrogated to, or assigned rights in the Serviceloss or damage; or 6.5.2 special, indirect or consequential loss, whether suffered by the other Party or any other person. Confidential Treatment Requested — Redacted Copy 6.6 CLIENT shall indemnify, defend and hold harmless and maintain ▇▇▇▇ indemnified and held harmless against all Damages in respect of: 6.6.1 any product liability in respect of Product provided to CLIENT hereunder, except for ▇▇▇▇’▇ obligations to indemnify in Section 2.7 above; and 6.6.2 any negligent (active, passive or imputed), gross negligence or intentional act or omission of CLIENT in relation to the use, processing, storage or sale of the Product provided to CLIENT hereunder. CLIENT represents and warrants that unless already expressly agreed in a written and executed document immediately prior to the Supplier has and initiation of the first CGMP manufacturing run, CLIENT will maintain adopt the right and authority Master Batch Records as its own specification. Any changes or additions to grant the Customer Master Batch Records shall be made with the rights defined in written approval of CLIENT. The obligations of CLIENT under this Article 6 shall survive the termination for whatever reason of this Agreement. This warranty does not extend to any use following notification of possible infringement, use of Service with any other software or data not provided by the Supplier, or for use violating the Terms or agreement. 12.2. The Supplier warrants that it is not subject to sanctions or designated on any list of prohibited or restricted parties and complies with applicable import, sanctions, and export control laws. 12.3. The Customer acknowledges that use of Service grants them access to the proprietary information, intellectual property and databases of the Supplier. The Customer agrees they shall refrain, during their Subscription Term and for one year thereafter, from developing (or having developed for them or from aiding, abetting or supporting the development) of any software or services which compete with the Service. The Customer agrees they shall refrain perpetually from using information, intellectual property or databases available of the Supplier or those generated as derivative data using the Service in the development of any software or services which compete with Service. IN CASE OF BREACH OF THIS SECTION, THE SUPPLIER IS ENTITLED TO A CONTRACTUAL PENALTY OF EUR100,000 PER BREACH AND EUR30,000 PER MONTH THE BREACH CONTINUES AFTER NOTICE, IN ADDITION TO AWARDED DAMAGES. 12.4. By their nature, sustainability assessments are inexact. Available cost and environmental impact information may not represent the realized figures. The Supplier does not warrant accuracy of such calculations, even in case where the data and the Service have been verified. 12.5. Downgrading the Service order by the Customer may cause loss of content, features, or capacity of the Service. The Supplier does not accept any liability for such a loss or damages caused by such a loss. 12.6. THE SUPPLIER IS NOT RESPONSIBLE FOR ANY LOSS OF PROFITS, SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE SUPPLIER IS NOT RESPONSIBLE FOR INTERNET CONNECTION FAILURES. THE SUPPLIER IS NOT RESPONSIBLE FOR ANY DISADVANTAGES CAUSED BY INCORRECT OR ERRONEOUS INFORMATION PROVIDED BY THE CUSTOMER, OR THE SERVICE NOT FULFILLING THE CUSTOMER’S NEEDS. 12.7. The Customer is responsible for ensuring that any use of the Service with rights provided by the Customer shall not infringe these Terms, including for unallowed use and user account sharing. In case of infringement, the Customer is liable to pay the Supplier for the full value of the excess usage of the Service and any extracted, copied, or reproduced data, on the then current list prices of the applicable Service, in addition of any damages and penalties and ensuring that the infringement immediately ceases. 12.8. THE SUPPLIER IS LIABLE ONLY FOR THE DIRECT DAMAGES OF THE CUSTOMER CAUSED BY THE BREACH OF THIS AGREEMENT BY THE SUPPLIER. THE SUPPLIER’S AGGREGATE LIABILITY IN ALL CASES IS LIMITED TO THE AMOUNT OF SIX MONTHS SERVICE FEES. 12.9. The Supplier has no liability and gives no warranties for free of charge, demonstration, or test use of the Service. Such use does not give the Customer or the User any rights related to the Service. 12.10. No action regardless of the form may be brought against the Supplier under this Agreement more than one (1) year after the cause of action shall have arisen.

Warranty and Limitation of Liability. 12.16.1 ICOS warrants that: 6.1.1 the Services shall be performed in accordance with Clause 3.1; and 6.1.2 the Product shall meet Product Specifications, except where the Product Specifications has not been agreed between the parties hereto in which case ICOS shall be obliged only to use its reasonable commercial efforts to produce Product that meets draft Product Specifications. 6.1.3 the Product delivered to SGI pursuant to this Agreement shall conform to the Product Specifications and that such Product shall (i) be free from defects in material and workmanship, (ii) be manufactured in accordance with cGMP and (iii) be manufactured in accordance with Appendix C hereof. 6.2 Clause 6.1 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 ICOS) and any such condition, warranty or statement is hereby excluded. The Supplier warrants that ICOS MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCT. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED BY ICOS. IN NO EVENT SHALL ICOS BE LIABLE FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES. 6.3 Without prejudice or modification to the Supplier is terms of Clauses 6.1 and 6.2 the sole owner liability of ICOS to SGI, its permitted assigns and holder successors in interest, for any loss suffered by SGI or its permitted assigns and successors in interest, arising as a direct result of a breach of this Agreement, or has of any other liability, including without limitation, misrepresentation and will maintain sufficient rights negligence (whether active, passive or imputed), arising out of this Agreement and interests inServices provided thereunder, all intellectual property including without limitation the production and/or supply of the Product, shall be limited to the payment of damages which shall not exceed in US Dollars THE PRICE FOR SERVICES PAID BY SGI UNDER THE AGREEMENT; provided, however, if and to the extent such damages are caused by ICOS's willful or intentional breach of this Agreement or willful or intentional misconduct in the performance of the Services, then the damage limitation in this Clause 6.3 shall not apply. 6.4 ICOS shall in no event be liable for the following loss or damage howsoever caused (even if foreseeable or in the contemplation of ICOS or SGI): 6.4.1 loss of profits, business or revenue suffered by SGI or any other person who may be subrogated to, or assigned rights in the Serviceloss or damage; or 6.4.2 special, indirect or consequential loss, whether suffered by SGI or any other person. 6.5 SGI shall indemnify, defend and hold harmless and maintain ICOS indemnified and held harmless against all Damages in respect of: 6.5.1 any product liability in respect of Product, except for ICOS's obligations to indemnify in Clause 2.7 above; and 6.5.2 any negligent (active, passive or imputed), gross negligence or intentional act or omission of SGI in relation to the use, processing, storage or sale of the Product. 6.6 SGI represents and warrants that unless already expressly agreed in a written and executed document immediately prior to the Supplier has and initiation of the first cGMP manufacturing run, SGI will maintain adopt the right and authority initial Manufacturing Specifications as its own specification. Any changes or additions to grant the Customer Manufacturing Specifications shall be made with the rights defined in written approval of SGI. 6.7 The obligations of SGI under this Section 6 shall survive the termination for whatever reason of this Agreement. This warranty does not extend to any use following notification of possible infringement, use of Service with any other software or data not provided by the Supplier, or for use violating the Terms or agreement. 12.2. The Supplier warrants that it is not subject to sanctions or designated on any list of prohibited or restricted parties and complies with applicable import, sanctions, and export control laws. 12.3. The Customer acknowledges that use of Service grants them access to the proprietary information, intellectual property and databases of the Supplier. The Customer agrees they shall refrain, during their Subscription Term and for one year thereafter, from developing (or having developed for them or from aiding, abetting or supporting the development) of any software or services which compete with the Service. The Customer agrees they shall refrain perpetually from using information, intellectual property or databases available of the Supplier or those generated as derivative data using the Service in the development of any software or services which compete with Service. IN CASE OF BREACH OF THIS SECTION, THE SUPPLIER IS ENTITLED TO A CONTRACTUAL PENALTY OF EUR100,000 PER BREACH AND EUR30,000 PER MONTH THE BREACH CONTINUES AFTER NOTICE, IN ADDITION TO AWARDED DAMAGES. 12.4. By their nature, sustainability assessments are inexact. Available cost and environmental impact information may not represent the realized figures. The Supplier does not warrant accuracy of such calculations, even in case where the data and the Service have been verified. 12.5. Downgrading the Service order by the Customer may cause loss of content, features, or capacity of the Service. The Supplier does not accept any liability for such a loss or damages caused by such a loss. 12.6. THE SUPPLIER IS NOT RESPONSIBLE FOR ANY LOSS OF PROFITS, SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE SUPPLIER IS NOT RESPONSIBLE FOR INTERNET CONNECTION FAILURES. THE SUPPLIER IS NOT RESPONSIBLE FOR ANY DISADVANTAGES CAUSED BY INCORRECT OR ERRONEOUS INFORMATION PROVIDED BY THE CUSTOMER, OR THE SERVICE NOT FULFILLING THE CUSTOMER’S NEEDS. 12.7. The Customer is responsible for ensuring that any use of the Service with rights provided by the Customer shall not infringe these Terms, including for unallowed use and user account sharing. In case of infringement, the Customer is liable to pay the Supplier for the full value of the excess usage of the Service and any extracted, copied, or reproduced data, on the then current list prices of the applicable Service, in addition of any damages and penalties and ensuring that the infringement immediately ceases. 12.8. THE SUPPLIER IS LIABLE ONLY FOR THE DIRECT DAMAGES OF THE CUSTOMER CAUSED BY THE BREACH OF THIS AGREEMENT BY THE SUPPLIER. THE SUPPLIER’S AGGREGATE LIABILITY IN ALL CASES IS LIMITED TO THE AMOUNT OF SIX MONTHS SERVICE FEES. 12.9. The Supplier has no liability and gives no warranties for free of charge, demonstration, or test use of the Service. Such use does not give the Customer or the User any rights related to the Service. 12.10. No action regardless of the form may be brought against the Supplier under this Agreement more than one (1) year after the cause of action shall have arisen.

Warranty and Limitation of Liability. 12.17.1 Subject to this Article 7, the Seller warrants only that, for the Warranty Period, the Goods and Services comply with the Specification. Subject to Section 7.2, any Goods shown not to comply with their agreed Specification will, when practicable, be repaired or replaced (at the Seller’s sole discretion), or in the case of Services, re-performed as originally ordered, provided that the Buyer immediately notifies the Seller of such defect within the Warranty Period. If repair or replacement is not practicable, the price will be refunded or credited to the Buyer. 7.2 Notwithstanding Section 7.1, the warranty in respect of defects in Goods not manufactured by the Seller is limited to the warranty (if any) which the Seller receives from the manufacturer or supplier of such Goods. 7.3 The limited warranties set forth in Sections 7.1 and 7.2 do not apply to, and the Seller makes no representations and warranties whatsoever with respect to: (a) defects in Goods or Services resulting from any information, instructions or materials provided by the Buyer; (b) defects in Goods or Services resulting from the Specification or the design of the Goods or Services; (c) Goods or Services that have been abused, damaged, altered, modified or misused by any person or entity other than the Seller; or (d) first articles, prototypes, pre- production units, test units or other similar Goods. The Supplier Buyer shall be solely responsible for all costs and expenses associated with the foregoing exclusions to the limited warranty. 7.4 The Buyer represents and warrants that (a) all information, instructions and materials provided by the Supplier is Buyer and the sole owner Specification are accurate, correct, complete and holder suitable for the Goods and Services in question (even if the Seller has had the opportunity to examine or consider the same); (b) the use of information, instructions and materials provided by the Buyer and the Specification do not infringe or has and will maintain sufficient rights and interests inmisappropriate any patent, all copyright, design, trade secret or other intellectual property rights in right of any third party; (c) the Servicematerials provided by the Buyer are of satisfactory quality, fit for its intended purposes, and comply with the applicable specification; and (d) the Specification and Goods manufactured and Services provided in accordance with the Specification comply with the requirements of all laws, regulation, and/or any relevant standards applicable to such Goods or Services. 7.5 Each Party represents and warrants that the Supplier (a) it has and will maintain the right all requisite power and authority to grant enter into this Contract and to carry out the Customer transactions contemplated by this Contract; and (b) the rights defined execution, delivery and performance of this Contract and the consummation of the transactions contemplated by this Contract (i) have been duly authorized by all requisite action on the part of such Party and (ii) will not conflict with, result in a breach of, constitute a default under, or require the consent of any third party under, any license, sublicense, lease, contract, agreement, or instrument to which such Party is bound. 7.6 THE WARRANTIES STATED IN SECTIONS 7.1, 7.2, 7.3, 7.4 AND 7.5 ABOVE ARE IN LIEU OF ANY OTHER WARRANTY, WHETHER EXPRESS OR IMPLIED, BY STATUTE OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH REGARD TO THE GOODS OR SERVICES PROVIDED UNDER THIS CONTRACT, ALL OF WHICH ARE HEREBY EXCLUDED, SO FAR AS PERMITTED BY LAW. 7.7 Except as expressly stated in this Agreement. This warranty does Contract, the Seller shall not extend be liable to the Buyer for damages of any use following notification kind arising from or related to this Contract whether in contract, tort (including without limitation negligence) or otherwise. 7.8 In no circumstances shall the Seller be liable (whether in contract, tort (including without limitation negligence) or otherwise) for any consequential, special, indirect, incidental, exemplary or punitive damages of possible infringementany kind (including, use without limitation, any loss special to particular circumstances of Service with any other software or data not provided by the SupplierBuyer, or for use violating any indirect losses, or any work required in connection with the Terms removal of defective goods and the installation of repaired or agreementreplacement goods, or any recall costs, loss of profits, loss of revenue, loss of goodwill, loss of anticipated savings, increased costs, damage to property, wasted expenditure or any claims from third parties or for any consequential losses whatsoever), even if the Seller has been advised of the likelihood or possibility of such damages. 12.2. The Supplier warrants that it is not subject 7.9 Nothing in this Article 7 shall operate to sanctions exclude the Seller's liability for death or designated on any list of prohibited personal injury caused by its gross negligence or restricted parties and complies with applicable import, sanctions, and export control lawsfor fraudulent misrepresentation. 12.3. 7.10 The Customer acknowledges Seller’s total aggregate liability, in respect of all claims that use of Service grants them access the Buyer may have against the Seller whether in contract, tort (including without limitation negligence) or otherwise (other than claims for death or personal injury to the proprietary information, intellectual property and databases extent that the same is caused by a failure of the Supplier. The Customer agrees they shall refrain, during their Subscription Term and for one year thereafter, from developing (or having developed for them or from aiding, abetting or supporting the developmentSeller to take reasonable care) of any software or services which compete arising in connection with the Service. The Customer agrees they performance of this Contract shall refrain perpetually from using information, intellectual property or databases available be limited to the portion of the Supplier or those generated as derivative data using Order price of the Service Goods and/or Services paid by the Buyer on which such liability is based and the Buyer agrees to ensure adequately to cover claims in the development of any software or services which compete with Service. IN CASE OF BREACH OF THIS SECTION, THE SUPPLIER IS ENTITLED TO A CONTRACTUAL PENALTY OF EUR100,000 PER BREACH AND EUR30,000 PER MONTH THE BREACH CONTINUES AFTER NOTICE, IN ADDITION TO AWARDED DAMAGES. 12.4. By their nature, sustainability assessments are inexact. Available cost and environmental impact information may not represent the realized figures. The Supplier does not warrant accuracy excess of such calculations, even in case where the data and the Service have been verifiedamount. 12.5. Downgrading the Service order by the Customer may cause loss of content, features, or capacity of the Service. The Supplier does not accept any liability for such a loss or damages caused by such a loss. 12.6. THE SUPPLIER IS NOT RESPONSIBLE FOR ANY LOSS OF PROFITS, SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE SUPPLIER IS NOT RESPONSIBLE FOR INTERNET CONNECTION FAILURES. THE SUPPLIER IS NOT RESPONSIBLE FOR ANY DISADVANTAGES CAUSED BY INCORRECT OR ERRONEOUS INFORMATION PROVIDED BY THE CUSTOMER, OR THE SERVICE NOT FULFILLING THE CUSTOMER’S NEEDS. 12.7. The Customer is responsible for ensuring that any use of the Service with rights provided by the Customer shall not infringe these Terms, including for unallowed use and user account sharing. In case of infringement, the Customer is liable to pay the Supplier for the full value of the excess usage of the Service and any extracted, copied, or reproduced data, on the then current list prices of the applicable Service, in addition of any damages and penalties and ensuring that the infringement immediately ceases. 12.8. THE SUPPLIER IS LIABLE ONLY FOR THE DIRECT DAMAGES OF THE CUSTOMER CAUSED BY THE BREACH OF THIS AGREEMENT BY THE SUPPLIER. THE SUPPLIER’S AGGREGATE LIABILITY IN ALL CASES IS LIMITED TO THE AMOUNT OF SIX MONTHS SERVICE FEES. 12.9. The Supplier has no liability and gives no warranties for free of charge, demonstration, or test use of the Service. Such use does not give the Customer or the User any rights related to the Service. 12.10. No action regardless of the form may be brought against the Supplier under this Agreement more than one (1) year after the cause of action shall have arisen.

Warranty and Limitation of Liability. 12.1. The Supplier warrants that the Supplier is the sole owner and holder of or has and will maintain sufficient rights and interests in, all intellectual property rights in the Service, and that the Supplier has and will maintain the right and authority to grant the Customer the rights defined in this Agreement. This warranty does not extend to any use following notification of possible infringement, use of Service with any other software or data not provided by the Supplier, or for use violating the Terms or agreement. 12.2. The Supplier warrants that it is not subject to sanctions or designated on any list of prohibited or restricted parties and complies with applicable import, sanctions, and export control laws. 12.3. The Customer acknowledges that use of Service grants them access to the proprietary information, intellectual property and databases of the Supplier. The Customer agrees they shall refrain, during their Subscription Term and for one year thereafter, from developing (or having developed for them or from aiding, abetting or supporting the development) of any software or services which compete with the Service. The Customer agrees they shall refrain perpetually from using information, intellectual property or databases available of the Supplier or those generated as derivative data using the Service in the development of any software or services which compete with Service. IN CASE OF BREACH OF THIS SECTION, THE SUPPLIER IS ENTITLED TO A CONTRACTUAL PENALTY OF EUR100,000 PER BREACH AND EUR30,000 PER MONTH THE BREACH CONTINUES AFTER NOTICE, IN ADDITION TO AWARDED DAMAGES. 12.4. By their nature, sustainability assessments are inexact. Available cost and environmental impact information may not represent the realized figures. The Supplier does not warrant accuracy of such calculations, even in case where the data and the Service have been verified. 12.5. Downgrading the Service order by the Customer may cause loss of content, features, or capacity of the Service. The , and the Supplier does not accept any liability for such a loss or damages caused by such a loss. 12.6. THE SUPPLIER IS NOT RESPONSIBLE FOR ANY LOSS OF PROFITSThe Supplier is not responsible for any loss of profits, SPECIALspecial, INDIRECTindirect, CONSEQUENTIALconsequential, OR INCIDENTAL DAMAGESor incidental damages, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESeven if it has been advised of the possibility of such damages. THE SUPPLIER IS NOT RESPONSIBLE FOR INTERNET CONNECTION FAILURESThe Supplier is not responsible for internet connection failures. THE SUPPLIER IS NOT RESPONSIBLE FOR ANY DISADVANTAGES CAUSED BY INCORRECT OR ERRONEOUS INFORMATION PROVIDED BY THE CUSTOMERThe Supplier is not responsible for any disadvantages caused by incorrect or erroneous information provided by the Customer, OR THE SERVICE NOT FULFILLING THE CUSTOMER’S NEEDSor the Service not fulfilling the Customer’s needs. 12.7. The Customer is responsible for ensuring that any use of the Service with rights provided by the Customer shall not infringe these Terms, including for unallowed use and user account sharing. In case of infringement, the Customer is liable to pay the Supplier for the full value of the excess usage of the Service and any extracted, copied, or reproduced data, on the then current list prices of the applicable Service, in addition of any damages and penalties and ensuring that the infringement immediately ceases. 12.8. THE SUPPLIER IS LIABLE ONLY FOR THE DIRECT DAMAGES OF THE CUSTOMER CAUSED BY THE BREACH OF THIS AGREEMENT BY THE SUPPLIERThe Supplier is liable only for the direct damages of the Customer caused by the breach of this Agreement by the Supplier. THE SUPPLIER’S AGGREGATE LIABILITY IN ALL CASES IS LIMITED TO THE AMOUNT OF SIX MONTHS SERVICE FEESThe Supplier’s aggregate liability in all cases is limited to the amount of six months Service fees or for project licenses, the value of the respective project license. 12.9. The Supplier has no liability and gives no warranties for free of charge, demonstration, or test use of the Service. Such use does not give the Customer or the User any rights related to the Service. 12.10. No action regardless of the form may be brought against the Supplier under this Agreement more than one (1) year after the cause of action shall have arisen.

Warranty and Limitation of Liability. 12.1. The Supplier 16.1 LB warrants that the Supplier Services shall be performed in accordance with Clause 7.1 of this Schedule 4 and the Product delivered to Abgenix pursuant to Services performed under Stage 2 of Schedule 2 shall meet Specification when delivered ex works LB's premises (Incoterms 2000) , save in cases where the Specification is the sole owner and holder of or stated to be in draft form, when LB shall be obliged only to use its reasonable endeavours to produce Product that meets Specification. LB has and will shall maintain sufficient rights during the term of this Agreement all government permits, including but not limited to health, safety and interests inenvironmental permits necessary for the conduct of the Services. 16.2 Clause 16.1 is in lieu of all conditions, all intellectual property rights 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. 16.3 Without prejudice or modification to the terms of Clauses 7.3, 7.4, 7.5, 7.6, 7.8, 8.7, 16.1, 16.2, 16.4 and 16.6, the liability of LB to Abgenix, its permitted assigns and successors in interest, for any loss suffered by Abgenix or its permitted assigns or successors in interest arising as a direct result of a breach of this Agreement or of any other liability (including without limitation misrepresentation (other than fraudulent misrepresentation) and negligence) arising out of the Agreement and Services provided thereunder (including without limitation the production and/or supply of the Product) shall be limited to the payment of damages which shall not exceed _____________ per event directly connected series of events save in the Serviceevent and to the extent such damages are caused by LB's fraudulent misrepresentation, wilful or intentional breach of this Agreement or wilful, intentional or grossly negligent misconduct in the performance of the Services 16.4 Subject to Clause 16.6, LB shall not be liable for the following loss or damage howsoever caused (even if foreseeable or in the contemplation of LB or Abgenix): 16.4.1 loss of profits, business or revenue whether suffered by Abgenix of any other person; 16.4.2 special, indirect or consequential loss, whether suffered by Abgenix or any other person; or 16.4.3 any loss arising from any claim made against Abgenix by any other person (other than to the extent arising directly from the negligent or wilful act or default and that subject to the Supplier has and will maintain the right and authority to grant the Customer the rights defined limitations of LB's liability set out elsewhere in this Agreement. This warranty does not extend to ). 16.5 Abgenix shall indemnify and maintain LB promptly indemnified against all claims, actions, costs, expenses (including court costs and legal fees on a full indemnity basis) or other liabilities whatsoever in respect of: 16.5.1 any use following notification of possible infringementliability under the Consumer Protection ▇▇▇ ▇▇▇▇, use of Service with any other software or data not provided unless such liability is caused by the Suppliernegligent act or omission of LB in the production and/or supply of the Product; and 16.5.2 any product liability (other than that referred to in Clause 16.5.1) in respect of Product, unless such liability is caused by the negligent act or for use violating omission of LB in the Terms production and/or supply of Product; and 16.5.3 Any negligent or agreementwilful act or omission of Abgenix in relation to the use, processing, storage or sale of the Product. 12.2. The Supplier warrants that it is not subject 16.6 Nothing contained in these Standard Terms shall purport to sanctions exclude or designated on any list of prohibited or restricted parties and complies with applicable import, sanctions, and export control laws. 12.3. The Customer acknowledges that use of Service grants them access to the proprietary information, intellectual property and databases of the Supplier. The Customer agrees they shall refrain, during their Subscription Term and for one year thereafter, from developing (or having developed for them or from aiding, abetting or supporting the development) of any software or services which compete with the Service. The Customer agrees they shall refrain perpetually from using information, intellectual property or databases available of the Supplier or those generated as derivative data using the Service in the development of any software or services which compete with Service. IN CASE OF BREACH OF THIS SECTION, THE SUPPLIER IS ENTITLED TO A CONTRACTUAL PENALTY OF EUR100,000 PER BREACH AND EUR30,000 PER MONTH THE BREACH CONTINUES AFTER NOTICE, IN ADDITION TO AWARDED DAMAGES. 12.4. By their nature, sustainability assessments are inexact. Available cost and environmental impact information may not represent the realized figures. The Supplier does not warrant accuracy of such calculations, even in case where the data and the Service have been verified. 12.5. Downgrading the Service order by the Customer may cause loss of content, features, or capacity of the Service. The Supplier does not accept restrict any liability for such a loss death or damages caused personal injury resulting directly from negligence by such a lossLB in carrying out the Services or any liability for breach of the implied undertakings of LB as to title. 12.616.7 LB shall obtain and maintain insurance coverage which is customary and consistent with industry standard and is sufficient to cover risks and losses which occur in the course of operating its business. THE SUPPLIER IS NOT RESPONSIBLE FOR ANY LOSS OF PROFITSWithout limiting the foregoing, SPECIALLB shall obtain and maintain insurance which covers business interruption, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE SUPPLIER IS NOT RESPONSIBLE FOR INTERNET CONNECTION FAILURES. THE SUPPLIER IS NOT RESPONSIBLE FOR ANY DISADVANTAGES CAUSED BY INCORRECT OR ERRONEOUS INFORMATION PROVIDED BY THE CUSTOMER, OR THE SERVICE NOT FULFILLING THE CUSTOMER’S NEEDSAbgenix shall obtain and maintain insurance coverage which is customary and consistent with pharmaceutical industry standards. 12.716.8 Subject to Clause 16.9, in the event Abgenix, in its discretion, recalls Product (voluntarily or by order of a regulatory body) or is required to respond to enquiries of regulatory bodies relating to the Services hereunder, LB agrees to provide reasonable co-operation to Abgenix at Abgenix sole expense, in effecting matters flowing from such recall or enquiries in so far as such recall relates to Product produced by LB hereunder. Any assistance to be provided by LB in response to enquiries of regulatory authorities shall be provided on terms to be agreed at LB's standard financial rates for providing such assistance. 16.9 Subject always to the limitations of LB's liability to Abgenix set out in this Agreement, LB agrees to reimburse Abgenix for reasonable, direct, documented expenses incurred by Abgenix as a result of recall of Product, but only to the extent such recall is mandated by law or by an applicable regulatory body and only to the extent LB's negligence or wilful misconduct in performing the Services has caused such recall to be required. 16.10 The Customer is responsible obligations of LB and Abgenix under this Clause 16 shall survive the termination for ensuring that any use whatever reason of the Service with rights provided by the Customer shall not infringe these Terms, including for unallowed use and user account sharing. In case of infringement, the Customer is liable to pay the Supplier for the full value of the excess usage of the Service and any extracted, copied, or reproduced data, on the then current list prices of the applicable Service, in addition of any damages and penalties and ensuring that the infringement immediately ceasesAgreement. 12.8. THE SUPPLIER IS LIABLE ONLY FOR THE DIRECT DAMAGES OF THE CUSTOMER CAUSED BY THE BREACH OF THIS AGREEMENT BY THE SUPPLIER. THE SUPPLIER’S AGGREGATE LIABILITY IN ALL CASES IS LIMITED TO THE AMOUNT OF SIX MONTHS SERVICE FEES. 12.9. The Supplier has no liability and gives no warranties for free of charge, demonstration, or test use of the Service. Such use does not give the Customer or the User any rights related to the Service. 12.10. No action regardless of the form may be brought against the Supplier under this Agreement more than one (1) year after the cause of action shall have arisen.