Common use of Indemnities; Insurance Clause in Contracts

Indemnities; Insurance. (a) Roche shall indemnify and hold harmless Agouron and its Affiliates, employees, and agents (an "Agouron Indemnified Party") from and against any and all liabilities, losses, damages, costs, or expenses (including reasonable investigative and attorneys' fees) which the Agouron Indemnified Party may incur, suffer or be required to pay resulting from or arising in connection with any product liability or other claims, other than claims for patent infringement, arising from the use by any person of any Product, to the extent such product liability or other claim results from the negligent, reckless or intentional misconduct of Roche, its Affiliates or sublicensees, or their respective employees and agents, or on account of Roche's failure to fulfill its obligations or undertakings under this Agreement; provided, however, that in no event shall Roche be liable to an Agouron Indemnified Party for any indirect, incidental, special or consequential damages, including loss of revenues or profits from sales of Products. (b) Agouron shall indemnify and hold harmless Roche and its Affiliates, employees, and agents (a "Roche Indemnified Party") from and against any and all liabilities, losses, damages, costs, or expenses (including reasonable investigative and attorneys' fees) which the Roche Indemnified Party may incur, suffer or be required to pay, resulting from or arising in connection with any product liability or other claims, other than claims for patent infringement, arising from the use by any person of any Product, to the extent such product liability or other claim results from the negligent, reckless or intentional misconduct of Agouron, its Affiliates or sublicensees, or their respective employees and agents, or on account of Agouron's failure to fulfill its obligations or undertakings under this Agreement; provided, however, that in no event shall Agouron be liable to a Roche Indemnified Party for any indirect, incidental, special or consequential damages, including loss of revenues or profits from sales of Products. (c) To the extent that a product liability or other claim, other than a claim for patent infringement, results from the negligent, reckless or intentional misconduct of both of the parties, their Affiliates, sublicensees, or their respective employees and agents, the parties agree to share in an equitable manner such liabilities, losses, damages, costs, or expenses in proportion to the relative fault of each of the parties, their Affiliates, sublicensees, or their respective employees and agents. (d) Unless the parties agree otherwise, all other liabilities, losses, damages, costs, or expenses (including reasonable investigative and attorneys' fees) under this Section 7.02 relating to or involving a Product in a country, except as provided by the terms of Sections 7.02(a), (b) and (c), shall be the responsibility of the party marketing such Product in such country. The party marketing a Product in a country shall indemnify the non-marketing party in such country from and against any and all liabilities, losses, damages, costs, or expenses (including reasonable investigative and attorneys' fees) which such non-marketing party may incur, suffer or be required to pay resulting from or arising in connection with any product liability or other claims, other than claims for patent infringement, arising from the use by any person of such Product in such country.

Indemnities; Insurance. (a) Roche Agouron shall indemnify and hold harmless Agouron JE and its Affiliates, employees, and agents (an a "Agouron JE Indemnified Party") from and against any and all liabilities, losses, damages, costs, or expenses (including reasonable investigative and attorneys' fees) which the Agouron JE Indemnified Party may incur, suffer or be required to pay resulting from or arising in connection with any product liability or other claims, claims (other than claims for patent infringement, arising from the use by any person of any Product, to the extent such product liability or other claim results from the negligent, reckless or intentional misconduct of Roche, its Affiliates or sublicensees, or their respective employees and agents, or on account of Roche's failure to fulfill its obligations or undertakings under this Agreement; provided, however, that in no event shall Roche be liable to an Agouron Indemnified Party for any indirect, incidental, special or consequential damages, including loss of revenues or profits from sales of Products. (b) Agouron shall indemnify and hold harmless Roche and its Affiliates, employees, and agents (a "Roche Indemnified Party") from and against any and all liabilities, losses, damages, costs, or expenses (including reasonable investigative and attorneys' fees) which the Roche Indemnified Party may incur, suffer or be required to pay, resulting from or arising in connection with any product liability or other claims, other than claims for patent infringement, arising from the use by any person of any Product, to the extent such product liability or other claim results from the negligent, reckless or intentional misconduct of Agouron, its Affiliates or sublicensees, or their respective employees and agents, or on account of Agouron's failure to fulfill its obligations or undertakings under this Agreement; provided, however, that in no event shall Agouron be liable to a Roche JE Indemnified Party for any indirect, incidental, special or consequential damages, including loss of revenues or profits from sales of Products. (b) JE shall indemnify and hold harmless Agouron and its Affiliates, employees, and agents (an "Agouron Indemnified Party") from and against any and all liabilities, losses, damages, costs, or expenses (including reasonable investigative and attorneys' fees) that the Agouron Indemnified Party may incur, suffer or be required to pay, resulting from or arising in connection with any product liability or other claims (other than claims for patent infringement) arising from the use by any person of any Product, to the extent such product liability or other claim results from the negligent, reckless or intentional misconduct of JE, its Affiliates or sublicensees, or their respective employees and agents, or on account of JE's failure to fulfill its obligations or undertakings under this Agreement; provided, however, that in no event shall JE be liable to an Agouron Indemnified Party for any indirect, incidental, special or consequential damages, including loss of revenues or profits from sales of Products. (c) To the extent that a product liability or other claim, claim (other than a claim for patent infringement, ) results from the negligent, reckless or intentional misconduct of both of the partiesmore than one Party, their Affiliates, sublicensees, or their respective employees and agents, the parties Parties agree to share in an equitable manner such liabilities, losses, damages, costs, or expenses in proportion to the relative fault of each of the partiesParties, their Affiliates, sublicensees, or their respective employees and agents. (d) Unless the parties Parties agree otherwise, all other liabilities, losses, damages, costs, or expenses (including reasonable investigative and attorneys' fees) under this Section 7.02 relating to or involving a Product in a country, except as provided by the terms of Sections 7.02(a), (b) and (c), shall be the responsibility of the party Party marketing such Product in such country. The party Party marketing a Product in a country shall indemnify the non-marketing party Party in such country from and against any and all liabilities, losses, damages, costs, or expenses (including reasonable investigative and attorneys' fees) which such non-marketing party Party may incur, suffer or be required to pay resulting from or arising in connection with any product liability or other claims, claims (other than claims for patent infringement, ) arising from the use by any person of such Product in such country.in

Indemnities; Insurance. (a) Roche Agouron shall indemnify and hold harmless Agouron JE and its Affiliates, employees, and agents (an a "Agouron JE Indemnified Party") from and against any and all liabilities, losses, damages, costs, or expenses (including reasonable investigative and attorneys' fees) which the Agouron JE Indemnified Party may incur, suffer or be required to pay resulting from or arising in connection with any product liability or other claims, claims (other than claims for patent infringement, arising from the use by any person of any Product, to the extent such product liability or other claim results from the negligent, reckless or intentional misconduct of Roche, its Affiliates or sublicensees, or their respective employees and agents, or on account of Roche's failure to fulfill its obligations or undertakings under this Agreement; provided, however, that in no event shall Roche be liable to an Agouron Indemnified Party for any indirect, incidental, special or consequential damages, including loss of revenues or profits from sales of Products. (b) Agouron shall indemnify and hold harmless Roche and its Affiliates, employees, and agents (a "Roche Indemnified Party") from and against any and all liabilities, losses, damages, costs, or expenses (including reasonable investigative and attorneys' fees) which the Roche Indemnified Party may incur, suffer or be required to pay, resulting from or arising in connection with any product liability or other claims, other than claims for patent infringement, arising from the use by any person of any Product, to the extent such product liability or other claim results from the negligent, reckless or intentional misconduct of Agouron, its Affiliates or sublicensees, or their respective employees and agents, or on account of Agouron's failure to fulfill its obligations or undertakings under this Agreement; provided, however, that in no event shall Agouron be liable to a Roche JE Indemnified Party for any indirect, incidental, special or consequential damages, including loss of revenues or profits from sales of Products. (b) JE shall indemnify and hold harmless Agouron and its Affiliates, employees, and agents (an "Agouron Indemnified Party") from and against any and all liabilities, losses, damages, costs, or expenses (including reasonable investigative and attorneys' fees) that the Agouron Indemnified Party may incur, suffer or be required to pay, resulting from or arising in connection with any product liability or other claims (other than claims for patent infringement) arising from the use by any person of any Product, to the extent such product liability or other claim results from the negligent, reckless or intentional misconduct of JE, its Affiliates or sublicensees, or their respective employees and agents, or on account of JE's failure to fulfill its obligations or undertakings under this Agreement; provided, however, that in no event shall JE be liable to an Agouron Indemnified Party for any indirect, incidental, special or consequential damages, including loss of revenues or profits from sales of Products. (c) To the extent that a product liability or other claim, claim (other than a claim for patent infringement, ) results from the negligent, reckless or intentional misconduct of both of the partiesmore than one Party, their Affiliates, sublicensees, or their respective employees and agents, the parties Parties agree to share in an equitable manner such liabilities, losses, damages, costs, or expenses in proportion to the relative fault of each of the partiesParties, their Affiliates, sublicensees, or their respective employees and agents. (d) Unless the parties Parties agree otherwise, all other liabilities, losses, damages, costs, or expenses (including reasonable investigative and attorneys' fees) under this Section 7.02 relating to or involving a Product in a country, except as provided by the terms of Sections 7.02(a), (b) and (c), shall be the responsibility of the party Party marketing such Product in such country. The party Party marketing a Product in a country shall indemnify the non-marketing party Party in such country from and against any and all liabilities, losses, damages, costs, or expenses (including reasonable investigative and attorneys' fees) which such non-marketing party Party may incur, suffer or be required to pay resulting from or arising in connection with any product liability or other claims, claims (other than claims for patent infringement, ) arising from the use by any person of such Product in such country.

Indemnities; Insurance. (a) Roche shall indemnify and hold harmless Agouron and its JT, and their Affiliates, employees, and agents (an "Agouron Agouron/JT Indemnified Party") from and against any and all liabilities, losses, damages, costs, or expenses (including reasonable investigative and attorneys' fees) which the Agouron Agouron/JT Indemnified Party may incur, suffer or be required to pay resulting from or arising in connection with any product liability or other claims, other than claims for patent infringement, arising from the use by any person of any Product, to the extent such product liability or other claim results from the negligent, reckless or intentional misconduct of Roche, its Affiliates or sublicensees, or their respective employees and agents, or on account of Roche's failure to fulfill its obligations or undertakings under this Agreement; provided, however, that in no event shall Roche be liable to an Agouron Agouron/JT Indemnified Party for any indirect, incidental, special or consequential damages, including loss of revenues or profits from sales of Products. (b) Agouron and JT shall indemnify and hold harmless Roche and its Affiliates, employees, and agents (a "Roche Indemnified Party") from and against any and all liabilities, losses, damages, costs, or expenses (including reasonable investigative and attorneys' fees) which the Roche Indemnified Party may incur, suffer or be required to pay, resulting from or arising in connection with any product liability or other claims, other than claims for patent infringement, arising from the use by any person of any Product, to the extent such product liability or other claim results from the negligent, reckless or intentional misconduct of AgouronAgouron and/or JT, its their Affiliates or sublicensees, or their respective employees and agents, or on account of AgouronAgouron or JT's failure to fulfill its obligations or undertakings under this Agreement; provided, however, that in no event shall Agouron or JT be liable to a Roche Indemnified Party for any indirect, incidental, special or consequential damages, including loss of revenues or profits from sales of Products. (c) To the extent that a product liability or other claim, other than a claim for patent infringement, results from the negligent, reckless or intentional misconduct of both of the partiesmore than one party, their Affiliates, sublicensees, or their respective employees and agents, the parties agree to share in an equitable manner such liabilities, losses, damages, costs, or expenses in proportion to the relative fault of each of the parties, their Affiliates, sublicensees, or their respective employees and agents. (d) Unless the parties agree otherwise, all other liabilities, losses, damages, costs, or expenses (including reasonable investigative and attorneys' fees) under this Section 7.02 relating to or involving a Product in a country, except as provided by the terms of Sections 7.02(a), (b) and (c), shall be the responsibility of the party marketing such Product in such country. The party marketing a Product in a country shall indemnify the non-marketing party in such country from and against any and all liabilities, losses, damages, costs, or expenses (including reasonable investigative and attorneys' fees) which such non-marketing party may incur, suffer or be required to pay resulting from or arising in connection with any product liability or other claims, other than claims for patent infringement, arising from the use by any person of such Product in such country.