INDEMNITY, LIMITATIONS AND INSURANCE
5.1.1. Indemnification of MedImmune. Spinco shall reimburse, defend, indemnify and hold each AZ Indemnified Party harmless from and against any and all Losses arising from Third Party claims incurred, resulting or arising from (a) any breach of or failure to perform any covenant or agreement made by Spinco in this Agreement; (b) Exploitation of any Product by Spinco, its Affiliates or sublicensees; or (c) the gross negligence or willful misconduct of Spinco, its Affiliates or sublicensees, except in each case to the extent such Losses are subject to indemnification pursuant to Section 5.1.2(a)-(b) below.
5.1.2. Indemnification of Spinco. MedImmune shall reimburse, defend, indemnify and hold each Spinco Indemnified Party harmless from and against any and all Losses arising from Third Party claims incurred, resulting or arising from (a) any breach of or failure to perform any covenant or agreement made by MedImmune in this Agreement; or (b) the gross negligence or willful misconduct of MedImmune, its Affiliates, or licensees, except in each case to the extent such Losses are subject to indemnification pursuant to Section 5.1.1 (a)-(c) above.
5.1.3. Procedure. All indemnification claims made pursuant to this Section 5.1 shall be subject to the indemnification procedures set forth in Section 9.4 of the APA, mutatis mutandis.
5.2. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS A RESULT OF COMMON LAW FRAUD IN CONNECTION WITH MATTERS COVERED HEREIN OR A PARTYS BREACH OF ITS CONFIDENTIALITY OBLIGATIONS HEREUNDER, AND EXCEPT WITH RESPECT TO ANY LIABILITY PURSUANT TO SECTION 5.1, NEITHER SPINCO NOR MEDIMMUNE SHALL BE LIABLE TO THE OTHER OR THEIR AFFILIATES, FOR ANY CLAIMS, DEMANDS OR SUITS FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT OR MULTIPLE DAMAGES, FOR LOSS OF PROFITS, REVENUE OR INCOME, DIMINUTION IN VALUE OR LOSS OF BUSINESS OPPORTUNITY (IN EACH CASE, WHETHER OR NOT FORESEEABLE AT THE EFFECTIVE DATE), OR FOR ANY DAMAGES CALCULATED BY REFERENCE TO A MULTIPLIER OF REVENUE, PROFITS, EBITDA OR SIMILAR METHODOLOGY, CONNECTED WITH OR RESULTING FROM ANY BREACH OF THIS AGREEMENT, OR ANY ACTIONS UNDERTAKEN IN CONNECTION WITH, OR RELATED HERETO, INCLUDING ANY SUCH DAMAGES WHICH ARE BASED UPON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND MISREPRESENTATION), BREACH OF WARRANTY, STRICT LIABILITY, STATUTE, OPERATION OF LAW OR ANY OTHER THEORY OF RECOVERY.
5.3. Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN ANY TRANSACTION AGREEMENT, MEDIMMUNE EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE LICENSED INTELLECTUAL PROPERTY OR THIS AGREEMENT, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, VALIDITY, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.