Common use of WARRANTY DISCLAIMER; LIMITATION OF LIABILITY Clause in Contracts

WARRANTY DISCLAIMER; LIMITATION OF LIABILITY. 8.1 Nothing in this Agreement shall be construed as: (a) A warranty or representation by PTI as to the validity or scope of any Licensed Patent; (b) A warranty or representation that any Licensed Product, Licensed Process, Licensed Technology, Know-how, or Licensee Improvement, or anything made, used, sold or otherwise disposed of under any license granted in this Agreement is or will be free from infringement of patents, copyrights, trademarks, trade secrets, or other intellectual property of third parties; (c) An obligation of PTI to bring or prosecute actions or suits against third parties for infringement; (d) Conferring rights on Licensee to use in advertising, publicity or otherwise any trademark of, or the name of, PTI or PROTEOMTECH, INC.; or (e) Granting by implication, estoppel or otherwise any license or transfer under patents of PTI other than Licensed Patents, regardless of whether such other patents are dominant of or subordinate to any Licensed Patent. 8.2 THE LICENSED TECHNOLOGY, THE KNOW-HOW AND THE LICENSED PATENTS ARE PROVIDED ON AN AS-IS, WHERE-IS, AS-AVAILABLE BASIS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PTI DISCLAIMS ALL REPRESENTATIONS AND ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. THE PARTIES DISCLAIM ANY APPLICABILITY OF THE UNIFORM COMMERCIAL CODE OR UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS. PTI ASSUMES NO RESPONSIBILITIES WHATSOEVER WITH RESPECT TO THE USE, SALE OR OTHER DISPOSITION BY LICENSEE OR ITS VENDEES OR SUBLICENSEES OF LICENSED PRODUCTS OR LICENSED PROCESSES. 8.3 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PTI BE LIABLE TO LICENSEE, ANY SUBLICENSEE, OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM, BASED UPON OR SEEKING: (A) ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR OTHER INDIRECT DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFIT, BUSINESS INTERRUPTION, LOSS OF BUSINESS OR PERSONAL INFORMATION OR ANY OTHER PECUNIARY LOSS, ARISING OUT OF THE USE OR INABILITY TO USE THE LICENSED TECHNOLOGY, KNOW-HOW, LICENSED PATENTS, LICENSED PRODUCTS, LICENSED PROCESSES, OR LICENSEE IMPROVEMENTS, EVEN IF PTI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, UNLESS SUCH DAMAGE HAS BEEN CAUSED BY PTI'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; OR (B) ANY LOST PROFIT OR LOST REVENUE, INTERRUPTIONS, LOSS OF USE, LOSS OR DELETION OF DATA, COSTS OF RECREATING LOST DATA. 8.4 PTI'S ENTIRE LIABILITY HEREUNDER, EXCEPT FOR LIABILITY RESULTING FROM PTI'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IS EXPRESSLY LIMITED TO THE FEES PAID UNDER THIS AGREEMENT BY LICENSEE TO PTI. LICENSEE AGREES AND ACKNOWLEDGES THAT THE LICENSE FEE HAS BEEN SET IN RELIANCE UPON SUCH LIMITATION OF LIABILITY. 8.5 THE PROVISIONS OF THIS ARTICLE 8 APPLY WITH RESPECT TO ALL CLAIMS, WHETHER ARISING BY REASON OF, OR ASSERTED ON THE BASIS OF, CONTRACT, TORT (INCLUDING NEGLIGENCE AND DEFAMATION) OR OTHERWISE.

WARRANTY DISCLAIMER; LIMITATION OF LIABILITY. 8.1 Nothing in this Agreement shall be construed as: (a) A warranty or representation by PTI as to the validity or scope of any Licensed Patent; (b) A warranty or representation that any Licensed Product, Licensed Process, Licensed Technology, Know-how, or Licensee Improvement, or anything made, used, sold or otherwise disposed of under any license granted in this Agreement is or will be free from infringement of patents, copyrights, trademarks, trade secrets, or other intellectual property of third parties; (c) An obligation of PTI to bring or prosecute actions or suits against third parties for infringement; (d) Conferring rights on Licensee to use in advertising, publicity or otherwise any trademark of, or the name of, PTI or PROTEOMTECH, INC., Georgetown University; or (e) Granting by implication, estoppel or otherwise any license or transfer under patents of PTI other than Licensed Patents, regardless of whether such other patents are dominant of or subordinate to any Licensed Patent. 8.2 THE LICENSED TECHNOLOGY, THE KNOW-HOW AND THE LICENSED PATENTS ARE PROVIDED ON AN AS-IS, WHERE-IS, AS-AVAILABLE BASIS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PTI DISCLAIMS ALL REPRESENTATIONS AND ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. THE PARTIES DISCLAIM ANY APPLICABILITY OF THE UNIFORM COMMERCIAL CODE OR UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS. PTI ASSUMES NO RESPONSIBILITIES WHATSOEVER WITH RESPECT TO THE USE, SALE OR OTHER DISPOSITION BY LICENSEE OR ITS VENDEES OR SUBLICENSEES OF LICENSED PRODUCTS OR LICENSED PROCESSES. 8.3 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PTI BE LIABLE TO LICENSEE, ANY SUBLICENSEE, OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM, BASED UPON OR SEEKING: (A) ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR OTHER INDIRECT DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFIT, BUSINESS INTERRUPTION, LOSS OF BUSINESS OR PERSONAL INFORMATION OR ANY OTHER PECUNIARY LOSS, ARISING OUT OF THE USE OR INABILITY TO USE THE LICENSED TECHNOLOGY, KNOW-HOW, LICENSED PATENTS, LICENSED PRODUCTS, LICENSED PROCESSES, OR LICENSEE IMPROVEMENTS, EVEN IF PTI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, UNLESS SUCH DAMAGE HAS BEEN CAUSED BY PTI'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; OR (B) ANY LOST PROFIT OR LOST REVENUE, INTERRUPTIONS, LOSS OF USE, LOSS OR DELETION OF DATA, COSTS OF RECREATING LOST DATA. 8.4 PTI'S ENTIRE LIABILITY HEREUNDER, EXCEPT FOR LIABILITY RESULTING FROM PTI'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IS EXPRESSLY LIMITED TO THE FEES PAID UNDER THIS AGREEMENT BY LICENSEE TO PTI. LICENSEE AGREES AND ACKNOWLEDGES THAT THE LICENSE FEE HAS BEEN SET IN RELIANCE UPON SUCH LIMITATION OF LIABILITY. 8.5 THE PROVISIONS OF THIS ARTICLE 8 APPLY WITH RESPECT TO ALL CLAIMS, WHETHER ARISING BY REASON OF, OR ASSERTED ON THE BASIS OF, CONTRACT, TORT (INCLUDING NEGLIGENCE AND DEFAMATION) OR OTHERWISE.