General Terms and Conditions Lisman Legal Life sciences B.V.
1. Lisman Legal Life sciences B.V. (“LLL”) is a limited liability company ("besloten vennootschap met beperkte aansprakelijkheid") incorporated under the laws of The Netherlands, whose object is to practice the professions of lawyer ("advocaat") and legal or regulatory adviser.
2. The provisions in these general conditions are made for the benefit of not only LLL but also for all other persons working for LLL and all persons engaged by LLL in relation to the carrying out of any instruction and all persons for whose acts or omissions LLL might be held liable.
3.1 All instructions are accepted and carried out by LLL only, pursuant to a contract for professional services ("overeenkomst tot opdracht"). This applies even if it is the client's express or implied intention that an instruction be carried out by a specific person. The applicability of Article 7:404 of the Netherlands Civil Code, which relates to the situation referred to in the preceding sentence, and of Article 7:407(2) of the Netherlands Civil Code, which imposes joint and several liability where an instruction is given to two or more persons, is hereby expressly excluded.
3.2 In acting upon an instruction, LLL may call upon the assistance, under its responsibility, of its employees and, where appropriate, may engage the services of third parties.
3.3 LLL shall exercise due care in carrying out an instruction, performing all activities, and selecting and engaging the services of third parties.
4.1 If the carrying out of an instruction by LLL gives rise to liability, this liability shall, subject to Article 4.3, in all circumstances be limited to the amount which is paid out under LLL's insurance policy in the matter concerned, plus the amount of the deductible which must be borne by LLL pursuant to the applicable insurance policy in the matter concerned.
4.2 If, for whatever reason, the insurer makes no payment under the insurance policy referred to in Article 4.1, any liability shall be limited to a sum equal to three times the amount invoiced by LLL in the matter concerned in the relevant year, subject to a maximum of EUR 50,000.
4.3 LLL is authorised to accept, for and on behalf of the client, any limitation of liability by any third party referred to in Article 3.2. Any liability of LLL for a third party's failure to perform his/its obligations is limited to the amount that the client could have recovered from that third party in a direct action against that third party.
5. These general conditions have been drawn up in both Dutch and English. In the event of a dispute regarding the content or intent of these general conditions, the Dutch version shall be binding.
6. The legal relationships to which these general conditions apply shall be governed by and construed in accordance with the laws of the Netherlands. Disputes shall be submitted to the Court of First Instance in The Hague. Notwithstanding the above, LLL shall have the right to institute proceedings in any competent court in the client's jurisdiction.
These general conditions appear on LLL.'s website at www.LismanLL.nl
1 June 2010