EXPRESS
OR IMPLIED, HAS BEEN MADE BY 3M, 3M IPC OR THEIR AGENTS REGARDING THE ACCURACY
OR COMPLETENESS OF ANY SUCH INFORMATION OR RECORDS, EXCEPT AS EXPRESSLY SET
FORTH IN THIS AGREEMENT OR ANY OF THE TRANSACTION DOCUMENTS, AND THAT 3M AND 3M
IPC WILL NOT HAVE OR BE SUBJECT TO ANY LIABILITY TO ADAMIS OR ANY OTHER PERSON
RESULTING FROM THE DISTRIBUTION TO ADAMIS, OR ADAMIS'S USE, OF ANY SUCH
INFORMATION OR RECORDS, EXCEPT AS EXPRESSLY PROVIDED IN THIS
AGREEMENT.
FURTHERMORE, ADAMIS ACKNOWLEDGES THAT SIGNIFICANT DEVELOPMENT OF THE
TAPER TECHNOLOGY WILL BE NECESSARY IN ADVANCE OF ANY REGULATORY REVIEW,
SCALE-UP, AND OTHER COMMERCIALIZATION ACTIVITIES.
ADAMIS RECOGNIZES AND ASSUMES
THE RISK THAT SUCH DEVELOPMENT, REGULATORY REVIEW, SCALE-UP AND OTHER
COMMERCIALIZATION ACTIVITIES MAY NOT BE SUCCESSFUL, AND AS SUCH ADAMIS AGREES
THAT IT IS ACCEPTING POSSESSION OF THE PURCHASED ASSETS AT THE CLOSING "AS IS,
WHERE IS, WITH ALL FAULTS", WITH NO RESULTING RIGHT OF SET-OFF OR REDUCTION IN
THE LICENSE FEE OR PRICE OF THE PURCHASED ASSETS, AND THAT, EXCEPT AS EXPRESSLY
SET FORTH IN THIS AGREEMENT OR ANY OF THE TRANSACTION DOCUMENTS, THE SALE OF THE
PURCHASED ASSETS IS BEING MADE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND,
EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF INCOME POTENTIAL, OPERATION
EXPENSE, USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH
REPRESENTATIONS AND WARRANTIES ARE HEREBY DISCLAIMED AND RENOUNCED BY 3M AND 3M
IPC.
11
Execution Copy
(c)
EACH PARTY ACKNOWLEDGES AND AGREES THAT ITS SOLE AND EXCLUSIVE
REMEDY WITH RESPECT TO ANY AND ALL CLAIMS RELATING TO THE SUBJECT MATTER OF THIS
AGREEMENT (INCLUDING CLAIMS FOR BREACHES OF REPRESENTATIONS, WARRANTIES AND
COVENANTS CONTAINED IN THIS AGREEMENT) SHALL BE PURSUANT TO THE INDEMNIFICATION
PROVISIONS SET FORTH IN ARTICLE 10 ("INDEMNITY").
IN FURTHERANCE OF THE
FOREGOING, EACH OF ADAMIS AND 3M HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED
UNDER APPLICABLE LAW, ANY AND ALL RIGHTS, CLAIMS AND CAUSES OF ACTION THAT SUCH
PARTY MAY HAVE AGAINST THE OTHER PARTIES OR ANY OF THEIR RESPECTIVE AFFILIATES
UNDER OR BASED UPON ANY PRINCIPLE OF EQUITY OR ANY FEDERAL, STATE, LOCAL OR
FOREIGN STATUTE, LAW, ORDINANCE, RULE OR REGULATION.
EXCEPT AS PROVIDED IN
ARTICLE 10, NO PARTY SHALL UNDER ANY CIRCUMSTANCES BE LIABLE TO ANY OTHER PARTY
FOR ANY SPECIAL, INDIRECT, INCIDENTIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING BUT
NOT LIMITED TO LOSS OF PROFITS OR REVENUE) RESULTING OR ARISING FROM THIS
AGREEMENT, ANY PERFORMANCE OR NONPERFORMANCE UNDER THIS AGREEMENT OR TERMINATION
OF THIS AGREEMENT.
THIS LIMITATION APPLIES REGARDELSS OF WHETHER THE DAMAGES OR
OTHER RELIEF ARE SOUGHT BASED ON BREACH OF WARRNATY, BREACH OF CONTRACT,
NNEGLIGENCE, STRICT LIABILITY IN TORT, OR ANY OTHER LEGAL OR EQUITABLE CLAIM.
(d)
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NO CLAIMS
RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT MAY BE BROUGHT BY ANY PARTY
AGAINST ANY DIRECTOR, OFFICER OR EMPLOYEE OF ANY OTHER PARTY IN HIS OR HER
INDIVIDUAL CAPACITY.
ARTICLE 10.
INDEMNITY
10.1
Survival. The representations and warranties of ADAMIS and 3M
herein shall survive the