Common use of Other Product Liability Claims Clause in Contracts

Other Product Liability Claims. To the extent either Party incurs any Liabilities arising from or in connection with any product liability claim with respect to the Product to the extent arising from the actions not subject to the indemnity obligations set forth in Section 10.1 or Section 10.2 (a “Product Claim”), then each Party shall be liable for such portion of the Liabilities in accordance with such Party’s allocation of the Net Profits pursuant to Section 6.1.1; provided, however, such Liabilities shall be shared initially by offsetting against the portion of Net Profits otherwise payable or retained pursuant to Section 6.1.1 and in the event of any shortfall thereafter, each Party’s share thereof shall be paid in accordance with such allocation. EVL shall have sole control in addressing, defending, managing and conducting any negotiations, litigation, threatened litigation or settlement regarding such Product Claim, using counsel of its choice. In the event that EVL does not respond to the Product Claim against Catalyst within (a) sixty (60) days following the notice of such claim or (b) ten (10) days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of a response to such Product Claim, whichever comes first, Catalyst shall have the right to control any such Product Claim, using counsel of its own choice. In the event of a Product Claim, the non-controlling Party shall cooperate fully with the controlling Party, including, if a party in such Product Claim, and the controlling Party shall keep the non-controlling Party and/or the non-controlling Party’s designated legal counsel reasonably informed as to the progress of such action. Neither Party shall enter into any settlement of the Product Claim, without the prior written consent of the other, such consent not to be unreasonably withheld, delayed or conditioned. Notwithstanding this Section 10.4, (a) Catalyst’s maximum aggregate liability pursuant to this Section 10.4 shall not exceed an amount equal to $[***], and (b) Catalyst shall have no liability under this Section 10.4 for product liability claims arising from the manufacture of the Product by any manufacturer other than [***].

Other Product Liability Claims. To the extent either Party incurs any Liabilities arising from or in connection with any product liability claim with respect to the a Product to the extent arising from the actions not subject to the indemnity obligations set forth in Section 10.1 Sections 9.1 or Section 10.2 9.2 (a “"Product Claim”"), then each Party shall be liable for such portion of the Liabilities in accordance with such Party’s 's allocation of the Net Profits pursuant to Section 6.1.15.5.1; provided, however, that such Liabilities shall be shared initially by offsetting against the portion of Net Profits otherwise payable or retained pursuant to Section 6.1.1 5.5.1 and in the event of any shortfall thereafter, each Party’s 's share thereof shall be paid in accordance with such allocation. EVL Par shall have sole control in addressing, defending, managing and conducting any negotiations, litigation, threatened litigation or settlement regarding such Product Claim, using counsel of its choice. In the event that EVL Par does not respond to the any Product Claim against Catalyst IntelGenx within (a) sixty (60) days following the notice of such claim or (b) ten (10) days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of a response to such Product Claim, whichever comes first, Catalyst IntelGenx shall have the right to control any such Product Claim, using counsel of its own choice. In the event of a Product Claim, the non-controlling Party IntelGenx shall cooperate fully with the controlling PartyPar, including, if a party in such Product Claim, the furnishing of a power of attorney to defend IntelGenx in such litigation in IntelGenx name and/or being named as a party for the purposes of any cross claim or counterclaim, and the controlling Party Par shall keep the non-controlling Party IntelGenx and/or the non-controlling Party’s IntelGenx designated legal counsel reasonably informed as to the progress of such action. Neither Party shall enter into any settlement of the a Product Claim, without the prior written consent of the other, such consent not to be unreasonably withheld, delayed or conditioned. Notwithstanding this Section 10.4, (a) Catalyst’s maximum aggregate liability pursuant to this Section 10.4 shall not exceed an amount equal to $[***], and (b) Catalyst shall have no liability under this Section 10.4 for product liability claims arising from the manufacture of the Product by any manufacturer other than [***].

Other Product Liability Claims. To the extent either Party incurs any Liabilities arising from or in connection with any product liability claim with respect to the Product to the extent arising from the actions not subject to the indemnity obligations set forth in Section 10.1 Sections 9.1 or Section 10.2 9.2 (a “Product Claim”), then each Party shall be liable for such portion of the Liabilities in accordance with such Party’s allocation of the Net Profits pursuant to Section 6.1.15.5.1; provided, however, that such Liabilities shall be shared initially by offsetting against the portion of Net Profits otherwise payable or retained pursuant to Section 6.1.1 5.5.1 and in the event of any shortfall thereafter, each Party’s share thereof shall be paid in accordance with such allocation. EVL Par shall have sole control in addressing, defending, managing and conducting any negotiations, litigation, threatened litigation or settlement regarding such Product Claim, using counsel of its choice. In the event that EVL Par does not respond to the any Product Claim against Catalyst IntelGenx within (a) sixty (60) days following the notice of such claim or (b) ten (10) days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of a response to such Product Claim, whichever comes first, Catalyst IntelGenx shall have the right to control any such Product Claim, using counsel of its own choice. In the event of a Product Claim, the non-controlling Party IntelGenx shall cooperate fully with the controlling PartyPar, including, if a party in such Product Claim, the furnishing of a power of attorney to defend IntelGenx in such litigation in IntelGenx name and/or being named as a party for the purposes of any cross claim or counterclaim, and the controlling Party Par shall keep the non-controlling Party IntelGenx and/or the non-controlling Party’s IntelGenx designated legal counsel reasonably informed as to the progress of such action. Neither Party shall enter into any settlement of the a Product Claim, without the prior written consent of the other, such consent not to be unreasonably withheld, delayed or conditioned. Notwithstanding this Section 10.4, (a) Catalyst’s maximum aggregate liability pursuant to this Section 10.4 shall not exceed an amount equal to $[***], and (b) Catalyst shall have no liability under this Section 10.4 for product liability claims arising from the manufacture of the Product by any manufacturer other than [***].

Other Product Liability Claims. To the extent either Party party incurs any Liabilities Losses arising from or in connection with any claim based on product liability claim with respect to the Product to the extent arising from the actions that is not subject to the indemnity obligations set forth in Section 10.1 or Section 10.2 a "Known Product Risk" as defined below (a “"Product Claim”"), then each Party such Losses shall be liable for such portion of [ ]* during the Liabilities in accordance with such Party’s allocation of the Net Profits pursuant to Section 6.1.1; provided, however, such Liabilities shall be shared initially Royalty Term [ ]* percent ([ ]*%) by offsetting against the portion of Net Profits otherwise payable or retained pursuant to Section 6.1.1 Oculus and in the event of any shortfall thereafter, each Party’s share thereof shall be paid in accordance with such allocation[ ]* percent ([ ]*%) by AmDerma. EVL AmDerma shall have sole control in addressing, defending, managing and conducting any negotiations, litigation, threatened litigation or settlement regarding such Product Claim, using counsel of its choice. Subject to AmDerma's control, AmDerma and Oculus and their respective Affiliates when reasonably practical shall consult with each other on the course of action to be followed. In the event that EVL AmDerma does not respond to the any Product Claim against Catalyst Oculus within (a) sixty (60) days following the notice of such claim claim, or (b) ten (10) days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of a response to such Product Claim, whichever comes first, Catalyst Oculus shall have the right to control any such Product Claim, using counsel of its own choice. In the event of a Product Claim, the non-controlling Party Oculus shall cooperate fully with the controlling PartyAmDerma, including, if a party in such Product Claim, the furnishing of a power of attorney to defend Oculus in such litigation in Oculus' name and/or being named as a party for the purposes of any cross claim or counterclaim and the controlling Party AmDerma shall keep the non-controlling Party Oculus and/or the non-controlling Party’s Oculus' designated legal counsel reasonably informed as to the progress of such action. Neither Party party shall enter into any settlement of the a Product Claim, without the prior written consent of the other, such consent not to be unreasonably withheld, delayed or conditioned. Notwithstanding For purposes of this Section 10.412.4, (a) Catalyst’s maximum aggregate liability pursuant to this Section 10.4 "Known Product Risk" shall not exceed an amount equal to $[***]consist of the following: any and all known side effects, contraindications, drug interactions, adverse events, and (b) Catalyst shall have no liability under this Section 10.4 for product liability claims arising from risks of use of the manufacture API, any other components singly or in combination of the Product by formulation, the Product container and propellant, but in each such case only as noted in available information in the English, German, French or other European Union languages, such as reputable and published, scientific studies, reports, case reports, and textbooks and product labeling, adverse event reporting and other available databases. For the avoidance of doubt any manufacturer other than [***]Losses relating to post Termination Oculus continued Development and Commercialization shall be the sole obligation of Oculus. _______________ * Confidential material redacted and separately filed with the Commission.

Other Product Liability Claims. To the extent either Party party incurs any Liabilities Losses arising from or in connection with any claim based on product liability claim with respect to the Product to the extent arising from the actions that is not otherwise subject to the indemnity obligations set forth in indemnification by a party under Section 10.1 or Section 10.2 of this Agreement or under the Supply Agreement (a “Product Claim”), then each Party shall be liable for ) such portion of the Liabilities in accordance with such Party’s allocation of the Net Profits pursuant to Section 6.1.1; provided, however, such Liabilities shall be shared initially by offsetting against the portion of Net Profits otherwise payable or retained pursuant to Section 6.1.1 and in the event of any shortfall thereafter, each Party’s share thereof shall be paid in accordance with such allocationLosses ***. EVL PAR shall have sole control in addressing, defending, managing and conducting any negotiations, litigation, threatened litigation or settlement regarding such Product Claim, using counsel of its choice. Subject to PAR’s control, PAR and BioAlliance and their respective Affiliates when reasonably practical shall consult with each other on the course of action to be followed. In the event that EVL PAR does not respond to the any Product Claim against Catalyst BioAlliance within (a) sixty (60) days following the notice of such claim or (b) ten (10) days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of a response to such Product Claim, whichever comes first, Catalyst BioAlliance shall have the right to control any such Product Claim, using counsel of its own choice. In the event of a Product Claim, the non-controlling Party BioAlliance shall cooperate fully with the controlling PartyPAR, including, if a party in such Product Claim, the furnishing of a power of attorney to defend BioAlliance in such litigation in BioAlliance’s name and/or being named as a party for the purposes of any cross claim or counterclaim and the controlling Party PAR shall keep the non-controlling Party BioAlliance and/or the non-controlling PartyBioAlliance’s designated legal counsel reasonably informed as to the progress of such action. Neither Party party shall enter into any settlement of the a Product Claim, without the prior written consent of the other, such consent not to be unreasonably withheld, delayed or conditioned. Notwithstanding this Section 10.4, (a) Catalyst’s maximum aggregate liability pursuant to this Section 10.4 shall not exceed an amount equal to $[***], and (b) Catalyst shall have no liability under this Section 10.4 for product liability claims arising from the manufacture of the Product by any manufacturer other than [***].