Question: Consider the Supply Agreement between Miltenyi Biotec GmbH and Bellicum Pharmaceuticals, Inc.; Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [117859, 118179], "answer": "Bellicum acknowledges and agrees that Bellicum's rights to a refund or credit for, or to receive replacement of, properly rejected shipments of Miltenyi Products hereunder shall be Bellicum's sole and exclusive remedy, and Miltenyi's sole obligation, with respect to non-conforming Miltenyi Products delivered hereunder.", "file_path": "cuad/BELLICUMPHARMACEUTICALS,INC_05_07_2019-EX-10.1-Supply Agreement.txt"}, {"span": [143213, 143523], "answer": "Miltenyi's sole obligation, and Bellicum's sole and exclusive remedy for breach of the Miltenyi Product Warranty in Section 11.1, shall be as set forth in Article 7, including replacement or refund in accordance with Section 7.6, provided that Miltenyi shall pay reasonable return freight and shipping charges.", "file_path": "cuad/BELLICUMPHARMACEUTICALS,INC_05_07_2019-EX-10.1-Supply Agreement.txt"}, {"span": [145050, 145319], "answer": "The total amount of any reduction(s) pursuant to this Section 11.5(b) shall in no event exceed [...***...] percent ([...***...]%) of the Product Price payable for the applicable Miltenyi Product in that Contract Year (with the right to carry forward any unused offset).", "file_path": "cuad/BELLICUMPHARMACEUTICALS,INC_05_07_2019-EX-10.1-Supply Agreement.txt"}, {"span": [145325, 145548], "answer": "The foregoing shall be Bellicum's sole and exclusive remedy and Miltenyi's sole obligation with respect to claims that any Miltenyi Product fails to comply with the Miltenyi Product Warranty or the warranties in Section 11.", "file_path": "cuad/BELLICUMPHARMACEUTICALS,INC_05_07_2019-EX-10.1-Supply Agreement.txt"}, {"span": [145551, 145866], "answer": "Miltenyi will not in any event be liable for increased manufacturing costs, downtime costs, purchase of substitute products, lost profits, revenue, or goodwill, or any other indirect incidental, special, or consequential damages caused by a breach of the Miltenyi Product Warranty or the warranties in Section 11.2.", "file_path": "cuad/BELLICUMPHARMACEUTICALS,INC_05_07_2019-EX-10.1-Supply Agreement.txt"}, {"span": [145934, 146535], "answer": "Except for liability for (i) breach of the confidentiality obligations described in Article 14, (ii) misappropriation or infringement by a Party of the other Party's Intellectual Property Rights, or (iii) gross negligence or willful misconduct:\n\n(a) IN NO EVENT SHALL A PARTY BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR EXPENSES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR USE, WHETHER IN AN ACTION IN CONTRACT OR TORT (INCLUDING ERRORS OR OMISSIONS OR BREACH OF WARRANTY), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES;", "file_path": "cuad/BELLICUMPHARMACEUTICALS,INC_05_07_2019-EX-10.1-Supply Agreement.txt"}, {"span": [146541, 147125], "answer": "EACH PARTY'S MAXIMUM LIABILITY FOR ANY DAMAGES FOR BREACH OF THIS AGREEMENT SHALL BE LIMITED TO DIRECT AND ACTUAL DAMAGES. IN NO ONE EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY FOR DAMAGES OR LOSSES UNDER THIS AGREEMENT EXCEED THE AGGREGATE AMOUNT OF THE PRODUCT PRICES PAID BY BELLICUM FOR THE MILTENYI PRODUCT(S) DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY; AND FURTHER PROVIDED THAT SUCH AGGREGATE LIABILITY DURING SUCH PERIOD ALSO SHALL NOT EXCEED THE AMOUNT OF SUCH PARTY'S INSURANCE COVERAGE FOR SUCH AGGREGATE LIABILITY.", "file_path": "cuad/BELLICUMPHARMACEUTICALS,INC_05_07_2019-EX-10.1-Supply Agreement.txt"}]