LICENSE
RESTRICTIONS, IN NO EVENT SHALL EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF
OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF
CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF (i) FOR
DAMAGES RELATED TO CATALYST GOODS, THE AMOUNTS PAID AND AMOUNTS ACCRUED BUT NOT
YET PAID TO P2O PURSUANT TO THIS AGREEMENT IN THE ONE YEAR PERIOD PRECEDING THE
EVENT GIVING RISE TO THE CLAIM; (ii) FOR SERVICES AND EQUIPMENT GOODS, THE
AMOUNTS PAID OR TO BE PAID FOR PROCESSORS FOR WHICH A PURCHASE ORDER HAS BEEN
DELIVERED AND ACCEPTED BUT NOT YET FILLED AT THE TIME OF THE EVENT GIVING RISE
TO THE CLAIM PLUS AN AMOUNT EQUAL TO ONE-HALF (1/2) THE AMOUNT DETERMINED
PURSUANT TO THIS CLAUSE (ii).
17.3.ASSUMPTION OF RISK. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
EXCEPT FOR RESULTS RELATED TO MINIMUM PERFORMANCE LEVELS OF PROCESSORS SET FORTH
IN SECTION 13.1.2 AND FURTHER DESCRIBED IN THIS AGREEMENT, CUSTOMER ASSUMES ALL
RISK AND LIABILITY FOR: (i) THE USE OF ANY CATALYSTS GOODS; (ii) THE RESULTS
OBTAINED BY THE USE OF ANY EQUIPMENT GOODS IN THE PRACTICE OF ANY PROCESS,
WHETHER IN TERMS OF OPERATING COSTS, GENERAL EFFECTIVENESS, SUCCESS OR FAILURE,
AND REGARDLESS OF ANY ORAL OR WRITTEN STATEMENTS MADE BY P2O, BY WAY OF
TECHNICAL ADVICE OR OTHERWISE, RELATED TO THE USE OF THE CATALYST GOODS,
EQUIPMENT GOODS, OR SERVICES.
17.4.Exclusion of Consequential and Other Indirect Damages. EXCEPT FOR ANY
MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS, INCLUDING WITHOUT LIMITATION
BREACHES OF SECTION 11.2 (LICENSE RESTRICTIONS), ANY FRAUDULENT WARRANTY OR
REPRESENTATION HEREUNDER, AND BREACHES OF SECTION 16 (CONFIDENTIALITY), TO THE
FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER
PARTY OR ANY OTHER PERSON FOR ANY INJURY TO OR LOSS OF GOODWILL, REPUTATION,
BUSINESS, PRODUCTION, REVENUES, PROFITS, ANTICIPATED PROFITS, CONTRACTS OR
OPPORTUNITIES (REGARDLESS OF HOW THESE ARE CLASSIFIED AS DAMAGES), OR FOR ANY
CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE OR ENHANCED
DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE),
STRICT LIABILITY, PRODUCT LIABILITY OR OTHERWISE (INCLUDING THE ENTRY INTO,
PERFORMANCE OR BREACH OF THIS AGREEMENT), REGARDLESS OF WHETHER SUCH LOSS OR
DAMAGE WAS FORESEEABLE OR THE PARTY AGAINST WHOM SUCH LIABILITY IS CLAIMED HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, AND NOTWITHSTANDING THE
FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
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17.5.WITHOUT LIMITATION TO THE FOREGOING, P2O SHALL HAVE NO LIABILITY WHATSOEVER
TO CUSTOMER OR ANY OTHER PERSON FOR OR ON ACCOUNT OF ANY INJURY, LOSS, OR
DAMAGE, OF ANY KIND OR NATURE, SUSTAINED BY, OR ANY DAMAGE ASSESSED OR ASSERTED
AGAINST, OR ANY OTHER LIABILITY INCURRED BY OR IMPOSED ON CUSTOMER OR ANY OTHER
PERSON, ARISING OUT OF OR IN CONNECTION WITH OR RESULTING FROM THE USE OF OR ANY
ERRORS OF OMISSIONS IN ANY LICENSED TECHNOLOGY.
18.
Indemnification; Insurance.
18.1.P2O Indemnification. P2O shall indemnify and hold Customer harmless for all
loss, harm or injury suffered by Customer as a result of the gross negligence