Common use of Indemnification Threshold Clause in Contracts

Indemnification Threshold. Except for Pharmaceutical Partners’ obligation to indemnify RMS Indemnitees pursuant to Section 12.1(b) or RMS’ obligation to indemnify Pharmaceutical Partners Indemnitees pursuant to Section 12.2(b) (as to which obligations this Section 12.4 shall not apply), no indemnification shall be payable by a Party hereunder with respect to a Third Party Claim as to which such Party would be responsible for indemnification pursuant to Section 12.1 or 12.2 unless one of the following conditions is satisfied: (a) Any individual Third Party Claim which exceeds [**] dollars ($[**]); (b) The aggregate amount of one or more Third Party Claim(s) of the same or a similar nature (e.g., similar cause of action) which exceeds [**] dollars ($[**]); or (c) The aggregate amount of one or more Third Party Claim(s) which exceeds [**] dollars ($[**]); and once one of the foregoing conditions is satisfied, such indemnification obligation shall apply to the total amount of such Liabilities from the first dollar of such Liabilities. For clarity, Pharmaceutical Partners’ obligation to indemnify RMS Indemnitees pursuant to Section 12.1(b) or RMS’ obligation to indemnify Pharmaceutical Partners Indemnitees pursuant to Section 12.2(b) shall apply from the first dollar of Liability arising thereunder.