Common use of Indemnification by M Clause in Contracts

Indemnification by M. M shall indemnify, defend and hold harmless the S-P Indemnified Parties and the Singapore Partnership from and against all Losses incurred or suffered by any of them as a result of, arising from, or in connection with: (a) the breach by M of any of its representations, warranties or covenants in this Agreement, the Development Agreement, any License Agreements or any Co-Venture Agreement or Entity Agreement, provided that no claim may be made for indemnification under this Section 6.5.2 for breaches of representations or warranties until the aggregate dollar amount of all such claims exceeds $2 million; (b) the gross negligence or willful misconduct by M or any of its Affiliates in the performance of any of their obligations under this Agreement or the Related Agreements (other than manufacturing or packaging agreements); (c) the development, testing, use, marketing, distribution, promotion, supply or sale by M or its Affiliates of the Cholesterol Products outside the Field; or (d) the development, testing, use, marketing, distribution, promotion, supply or sale by M or its Affiliates (or Banyu Pharmaceutical Company, Ltd) of the Cholesterol Products in Japan to the extent such Cholesterol Products are developed, tested, used, marketed, distributed, promoted, supplied or sold either (i) under a Product Marketing Authorization that includes, directly or by reference, data comprising “Merck Clinical IP”, “Schering Clinical IP” or “Merck Formulation IP” (each as defined in the Development Agreement), or (ii) under a trademark, tradename or other form of brand protection owned or used by the Singapore Partnership. Notwithstanding the foregoing, neither any S-P Indemnified Party nor the Singapore Partnership shall be entitled to any indemnification pursuant to this Section 6.5.2 to the extent the Loss for which indemnification is being sought is caused by the gross negligence, willful misconduct or willful violation of law of the party seeking indemnification.

Indemnification by M. M shall indemnify, defend and hold harmless the S-P Indemnified Parties and the Singapore Partnership from and against all Losses incurred or suffered by any of them as a result of, arising from, or in connection with: (a) the breach by M of any of its representations, warranties or covenants in this Agreement, the Development Agreement, any License Agreements Agreements, or any Co-Venture Agreement or Entity Agreementgoverning document of any of the Companies, provided that no claim may be made for indemnification under this Section 6.5.2 8.5.2 for breaches of representations or warranties until the aggregate dollar amount of all such claims exceeds $2 million; (b) the gross negligence or willful misconduct by M or any of its Affiliates in the performance of any of their obligations under this Agreement or the Related Agreements (other than manufacturing agreements or packaging agreements); (c) the development, testing, use, marketing, distribution, promotion, supply or sale by M or its Affiliates of the Cholesterol Products outside the Field; or (d) the development, testing, use, marketing, distribution, promotion, supply or sale by M or its Affiliates (or Banyu Pharmaceutical Company, LtdLtd.) of the Cholesterol Products in Japan to the extent such Cholesterol Products are developed, tested, used, marketed, distributed, promoted, supplied or sold either (i) under a Product Marketing Authorization that includes, directly or by reference, data comprising “Merck Clinical IP”, “Schering Clinical IP” or “Merck Formulation IP” (each as defined in the Development Agreement), or (ii) under a trademark, tradename or other form of brand protection owned or used by the Singapore Partnership. Notwithstanding the foregoing, neither any S-P Indemnified Party nor the Singapore Partnership shall be entitled to any indemnification pursuant to this Section 6.5.2 8.5.2 to the extent the Loss for which indemnification is being sought is caused by the gross negligence, willful misconduct or willful violation of law of the party seeking indemnification.

Indemnification by M. M shall indemnify, defend and hold harmless the S-P Indemnified Parties and the Singapore Partnership from and against all Losses incurred or suffered by any of them as a result of, arising from, or in connection with: (a) the breach by M of any of its representations, warranties or covenants in this Agreement, the Development Agreement, any License Agreements Agreements, or any Co-Venture Agreement or Entity Agreementgoverning document of any of the Companies, provided that no claim may be made for indemnification under this Section 6.5.2 8.5.2 for breaches of representations or warranties until the aggregate dollar amount of all such claims exceeds $2 million; (b) the gross negligence or willful misconduct by M or any of its Affiliates in the performance of any of their obligations under this Agreement or the Related Agreements (other than manufacturing agreements or packaging agreements); (c) the development, testing, use, marketing, distribution, promotion, supply or sale by M or its Affiliates of the Cholesterol Products outside the Field; or (d) the development, testing, use, marketing, distribution, promotion, supply or sale by M or its Affiliates (or Banyu Pharmaceutical Company, LtdLtd.) of the Cholesterol Products in Japan to the extent such Cholesterol Products are developed, tested, used, marketed, distributed, promoted, supplied or sold either (i) under a Product Marketing Authorization that includes, directly or by reference, data comprising “"Merck Clinical IP”", “"Schering Clinical IP” " or “"Merck Formulation IP” " (each as defined in the Development Agreement), or (ii) under a trademark, tradename or other form of brand protection owned or used by the Singapore Partnership. Notwithstanding the foregoing, neither any S-P Indemnified Party nor the Singapore Partnership shall be entitled to any indemnification pursuant to this Section 6.5.2 8.5.2 to the extent the Loss for which indemnification is being sought is caused by the gross negligence, willful misconduct or willful violation of law of the party seeking indemnification.

Indemnification by M. M shall indemnify, defend and hold harmless the S-P Indemnified Parties and the Singapore Partnership from and against all Losses incurred or suffered by any of them as a result of, arising from, or in connection with: : (a) the breach by M of any of its representations, warranties or covenants in this Agreement, the Development Agreement, any License Agreements or any Co-Venture Agreement or Entity Agreement, provided that no claim may be made for indemnification under this Section 6.5.2 for breaches of representations or warranties until the aggregate dollar amount of all such claims exceeds $2 million; ; (b) the gross negligence or willful misconduct by M or any of its Affiliates in the performance of any of their obligations under this Agreement or the Related Agreements (other than manufacturing or packaging agreements); ; (c) the development, testing, use, marketing, distribution, promotion, supply or sale by M or its Affiliates of the Cholesterol Products outside the Field; or or (d) the development, testing, use, marketing, distribution, promotion, supply or sale by M or its Affiliates (or Banyu Pharmaceutical Company, Ltd) of the Cholesterol Products in Japan to the extent such Cholesterol Products are developed, tested, used, marketed, distributed, promoted, supplied or sold either (i) under a Product Marketing Authorization that includes, directly or by reference, data comprising “"Merck Clinical IP”", “"Schering Clinical IP” " or “"Merck Formulation IP” " (each as defined in the Development Agreement), or (ii) under a trademark, tradename or other form of brand protection owned or used by the Singapore Partnership. Notwithstanding the foregoing, neither any S-P Indemnified Party nor the Singapore Partnership shall be entitled to any indemnification pursuant to this Section 6.5.2 to the extent the Loss for which indemnification is being sought is caused by the gross negligence, willful misconduct or willful violation of law of the party seeking indemnification. Section 6.5.3.