Provision Language
6 LIMITS ON LIABILITY
6.1 Liability. Subject to Clause 6.3 below, the maximum liability in aggregate of each of the Parties arising out of this Agreement shall not exceed the Facility Amount, or if larger, the amount of the Loan and Accrued Interest due thereon.
6.2 Exclusion of certain damages. Except in circumstances of fraud or wilful misconduct by a Party or its Affiliates, no Party or any of its Affiliates shall be liable to the other Party or any Affiliate of the other Party for special, indirect, incidental or consequential damages, whether in contract, warranty, negligence, tort, strict liability or otherwise, arising out of any breach of or failure to perform any of the provisions of this Agreement.
6.3 Liability that cannot be excluded. Nothing in this Agreement shall limit the liability of either Party in respect of:
(a) personal injury or death arising out of that Party’s negligence or wilful misconduct; or
(b) fraud or fraudulent misrepresentation.
6.4 Exclusions from Company liability. The Company shall not be liable and no Claim or Claims shall be made against it:
(a) if the fact, omission, circumstances or occurrence giving rise to the Claim has been fairly and accurately disclosed to Wellcome in a Disclosure Letter;
(b) if the matter giving rise to the Claim is provided for under the terms of this Agreement; or
(c) if the Claim arises from any act, matter or thing done by the Company at and in accordance with the written request of Wellcome.