OFFICERS, EMPLOYEES OR AGENTS, SHALL BEAR ANY RISK, OR HAVE ANY RESPONSIBILITY
OR LIABILITY, OF ANY KIND TO PUBLISHER OR TO ANY THIRD PARTIES WITH RESPECT TO
THE FUNCTIONALITY AND/OR PERFORMANCE OF LICENSED PRODUCTS.
12.2
IN NO EVENT SHALL PUBLISHER BE LIABLE TO SCEE FOR PROSPECTIVE PROFITS, OR
SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION
WITH THIS AGREEMENT (INCLUDING WITHOUT LIMITATION THE BREACH OF THIS AGREEMENT
BY PUBLISHER), WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE),
INDEMNITY, PRODUCT LIABILITY OR OTHERWISE, PROVIDED THAT PUBLISHER EXPRESSLY
AGREES THAT SUCH LIMITATIONS SHALL NOT APPLY TO DAMAGES RESULTING FROM
PUBLISHER'S BREACH OF CLAUSES 2, 3, 4, 9 OR 11.2 OF THIS AGREEMENT.
12.3
SUBJECT AS EXPRESSLY PROVIDED IN CLAUSES 10.1 AND 10.2, NO SONY ENTITY NOR ITS
SUPPLIERS MAKE, NOR DOES PUBLISHER RECEIVE, ANY WARRANTIES (EXPRESS, IMPLIED OR
STATUTORY) REGARDING THE SONY MATERIALS AND/OR UNITS OF MANUFACTURED MATERIALS
MANUFACTURED HEREUNDER. SONY SHALL NOT BE LIABLE FOR ANY INJURY, LOSS OR DAMAGE,
DIRECT OR CONSEQUENTIAL, ARISING OUT OF THE USE OF, OR INABILITY TO USE, SUCH
UNITS OF MANUFACTURED MATERIALS. WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, ANY WARRANTIES, CONDITIONS OR OTHER TERMS IMPLIED BY STATUTE OR
COMMON LAW (INCLUDING AS TO MERCHANTABILITY, SATISFACTORY QUALITY AND/OR FITNESS
FOR A PARTICULAR PURPOSE AND THE EQUIVALENTS THEREOF UNDER THE LAWS OF ANY
JURISDICTION) ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. HOWEVER,
NOTHING IN THIS AGREEMENT SHALL LIMIT SONY'S LIABILITY IN RELATION TO CLAIMS
ARISING FROM THE INJURY OR DEATH OF ANY PERSON RESULTING FROM THE PROVEN
NEGLIGENCE OF SONY.
13.
Termination by SCEE
13.1
SCEE shall have the right forthwith to terminate this Agreement by written
notice to Publisher at any time after the occurrence of any of the following
events or circumstances: (i) any material breach of Publisher's obligations
under this Agreement (or, if Publisher shall also have executed a PlayStation
Non-Disclosure Agreement and/or PlayStation 2 Confidentiality & Non-Disclosure
Agreement which shall have been breached by Publisher, or a PlayStation Licensed
Developer Agreement, PlayStation Licensed Publisher Agreement, PlayStation 2
Tools & Materials Loan Agreement and/or a PlayStation 2 Licensed Developer
Agreement, or a PlayStation or PlayStation 2 licensed developer, development
system or licensed publisher agreement (or equivalent) with an Affiliate of
SCEE, which shall have been terminated for breach by SCEE or by such party)
which breach, if capable of remedy, shall not have been corrected or cured in
full within 30 (thirty) days following notice from SCEE (or the applicable
Affiliate of SCEE as the case may be) specifying and requiring the correction or
cure of such breach, or any repetition of a prior material breach of any such
obligation, whether or not capable of remedy; (ii) any refusal or failure by
Publisher to effect payment of Platform Charge, promptly in accordance with
Clauses 7.1 or 7.3 or at all, or a statement that Publisher is or will be unable
to pay, any sum(s) due hereunder, or Publisher being unable to pay its debts
generally as the