Certain Losses. Any Losses, other than those Losses covered in ARTICLE 7, or which result from the unlawful conduct of a Party, or for which indemnification is otherwise provided in Section 11.1 or Section 11.2, in connection with any Third Party Claim brought against either Party resulting directly or indirectly from (a) the performance of Pre Exercise Development Activities (including from the Manufacture of any Licensed Antibody or Licensed Product for use in such Pre Exercise Development Activities) in accordance with the Pre Exercise Development Plan and Budget shall be included as a Development Cost; (b) the performance of any (i) Post Exercise Development Activities by either Party (or its Affiliates, employees, or agents) in accordance with a Post–Exercise Development Plan and Budget (including from the Manufacture of any Licensed Antibody or Licensed Product for use in such Post Exercise Development Activities) or (ii) Country-Specific Development Activities (including from the Manufacture of any Licensed Antibody or Licensed Product for use in such Country-Specific Development Activities), shall be included as a Development Cost unless Licensor has exercised its Licensor Development Opt Out or (c) the Commercialization of any *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request. Licensed Product in the Territory, or the Manufacture of any Licensed Product for use in Commercialization activities in the Territory, shall be included as an Allowable Expense or deducted to determine ROW Profit, as applicable, unless Licensor has exercised its Licensor Opt Out. If either Party learns of any Third Party Claim with respect to Losses covered by this Section 11.3, such Party shall provide the other Party with prompt written notice thereof. The Parties shall confer with respect to how to respond to such Third Party Claim and how to handle such Third Party Claim in an efficient manner. In the absence of such an agreement, each Party shall have the right to take such action as it deems appropriate.
Certain Losses. Any Losses resulting from [ * ] by a Party or its Affiliates, agents or sublicensees with respect to which neither Party owes an indemnification obligation under Section 13.1 shall be [ * ], if incurred prior to [ * ] to which such Loss relates; or (b) [ * ], if incurred after [ * ] to which such Loss relates.
Certain Losses. Any Losses (other than those Losses for which indemnification is provided in Section 9.1 or Section 9.2 of the Development License and Option Agreement to be incorporated in the Collaboration Agreement) in connection with any Third Party Claim brought against either Party resulting directly or indirectly from (i) the performance of Development activities by either Party (or its Affiliates, employees, or agents) in accordance with a Collaboration Development Plan and Budget shall be included as a Development Cost or (ii) the commercialization or manufacture for use in commercialization of any Licensed Product in the United States or any Co-Promotion Product shall be included as an Allowable Expense; provided, however, that each Party shall indemnify the other for Losses to the extent caused by such Party’s breach of the Collaboration Agreement (including a breach of express warranties set forth in the Collaboration Agreement) or the negligent act or omission, reckless conduct, or willful misconduct of such Party or any of its Affiliates, and no such Losses shall be included as an Allowable Expense. If either Party learns of any Third Party Claim with respect to Losses covered by this Section, such Party shall provide the other Party with prompt written notice thereof. The Parties shall confer with respect to how to respond to such Third Party Claim and how to handle such Third Party Claim in an efficient manner.
Certain Losses. Any Losses resulting from the manufacture, use, handling, storage, sale or other disposition of Products in the U.S. by a Party or its Affiliates, agents or sublicensees with respect to which neither Party owes an indemnification obligation under Section 13.1 shall be included as: (a) a Development Cost, if incurred prior to the first Regulatory Approval of a Product to which such Loss relates; or (b) a Sales and Marketing Cost, if incurred after such Regulatory Approval of a Product to which such Loss relates.
Certain Losses. Any Losses, other than those Losses for which indemnification is provided in Section 14.1, Section 14.2 or Section 14.6, in connection with any Third Party Claim brought against either Party resulting directly or indirectly from the Development, Manufacture or Commercialization of Joint Products (or joint Development of New Collaboration Compounds that have not yet been Commercialized) hereunder shall be included as a Development Cost or a Commercialization Cost, as applicable. The Parties shall confer through the JEC how to respond to such Third Party Claim and how to handle such Third Party Claim in an efficient manner. In the absence of such an agreement, each Party shall have the right to take such action as it deems appropriate.
Certain Losses. Any Losses for personal injury or death or damage or destruction of property, other than those Losses for which indemnification is provided in Section 13.1(a) or (b) or Section 13.2(a) or (b), in connection with any claim brought against either Party by a Third Party resulting directly or indirectly from the conduct of Clinical Studies of the Licensed Product by either Party (or its Affiliates, employees or agents) in accordance with the Development Plan or the Joint Commercialization Activities in accordance with the Commercialization Plan, shall be included as a Collaboration Cost only to the extent such Losses are not covered by insurance policies of such Party. In no event shall Losses from claims of infringement of Third Party Patent rights in connection with the Development of the Licensed Product be included as a Collaboration Cost. The Parties shall confer through the JEC with respect to how to respond to the claim and how to handle the claim in an efficient manner. In the absence of such an agreement, each Party shall have the right to take such action as it deems appropriate.
Certain Losses. Upon demand of any Lender setting forth in reasonable detail the amount thereof (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of any failure of the Borrower to make any payment or prepayment required to be made by it hereunder or following revocation of the notice to make the same.
Certain Losses. Any Losses, other than those Losses covered in Article 7 or for which indemnification is provided in Section 11.1 or Section 11.2, in connection with any Third Party Claim brought against either Party resulting directly or indirectly from the Commercialization of any Co-Promotion Product, or the Manufacture of any Co-Promotion Product for use in Commercialization activities, shall be included as an Allowable Expense. If either Party learns of any Third Party Claim with respect to Losses covered by this Section 11.3, such Party shall provide the other Party with prompt written notice thereof. The Parties shall confer with respect to how to respond to such Third Party Claim and how to handle such Third Party Claim in an efficient manner. In the absence of such an agreement, Xxxxxx shall have the right to take such action as it deems appropriate.
Certain Losses. Any Losses, other than those Losses for which indemnification is provided in Section 13.1 or Section 13.2, in connection with any Third Party Claim brought against either Party resulting directly or indirectly from (a) the performance of the Joint Development Activities by either Party (or its Affiliates, employees, or agents) in accordance with the GDP shall be included as a Shared Development Cost or (b) the Commercialization of a GDP Collaboration Product, or the Manufacture of a GDP Collaboration Product in support of such Commercialization shall be included as an Allowable Expense. If either Party learns of any Third Party Claim with respect to Losses covered by this Section 13.3, such Party shall provide the other Party with prompt written notice thereof. The Parties shall confer with respect to how to respond to such Third Party Claim and how to handle such Third Party Claim in an efficient manner. In the absence of such an agreement, each Party shall have the right to take such action as it deems appropriate.
Certain Losses. (a) If GE becomes aware of any Losses for which HoldCo or NBCUniversal may be entitled to seek indemnification from Comcast under this Agreement, or for which HoldCo may be entitled to seek indemnification from NBCUniversal under this Agreement, (i) GE shall notify HoldCo or NBCUniversal, as applicable, and (ii) if HoldCo or NBCUniversal does not promptly seek such indemnification, GE shall be entitled to seek such indemnification on behalf of HoldCo or NBCUniversal and may exercise or cause to be exercised all of the rights of HoldCo and NBCUniversal with respect to such Losses as if GE were the Indemnified Party with respect to such Losses; provided that any amounts recovered from Comcast or NBCUniversal with respect to such Losses shall be paid to HoldCo or NBCUniversal, as applicable.
(b) For the avoidance of doubt, it is understood that the indemnification provided for in this Article 9 is intended to indemnify the Indemnified Parties only for Losses suffered or incurred by them directly and is not intended to indemnify any Indemnified Party with respect to Losses suffered or incurred solely by virtue of their direct or indirect equity ownership in another Person (including any other Indemnified Party).
