Product Liability Costs Clause Samples

Product Liability Costs. Notwithstanding anything in this Agreement to the contrary, Biogen Idec will reimburse AVEO for its share of the Development Costs specified in clause (iv) of Section 1.34 whether or not such costs are consistent with the Development Plan or budget, provided that if any settlement amounts are to be included in Development Costs, both Parties must approve such settlement in advance.

Product Liability Costs. Solely with respect to Co-Co Products distributed in the United States, except with respect to such portion (if any) of Product Liabilities that are claims entitled to indemnification under Sections 7.1 or 7.2, the Parties shall be responsible for all Product Liabilities, all Direct Costs (including Out-of-Pocket Costs) (calculated using the applicable FTE Rate) incurred in connection with any litigation or proceeding related to such CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Third Party Products Liability Action, and all Direct Costs (including Out-of-Pocket Costs) (calculated using the applicable FTE Rate) incurred as follows: 7.7.1 All such costs and expenses incurred before the Jounce Opt-Out Date relating to Co-Co Products distributed in the United States prior to the Jounce Opt-Out Date shall be taken into account in determining the Profit & Loss Share as, and to the extent, provided in Exhibit D. 7.7.2 All such costs and expenses incurred after the Jounce Opt-Out Date relating to Co-Co Products shall be borne solely by Celgene if and only to the extent such Product Liabilities arose from Co-Co Products distributed after the Jounce Opt-Out Date.

Product Liability Costs. Except with respect to such portion (if any) of Product Liability Costs that are Losses entitled to indemnification under Section 11.1 or Section 11.2, all Product Liability Costs (the “Shared Product Liability Costs”) prior to expiration or termination of the Term shall be taken into account in determining Pre-Tax Profit or Loss as, and to the extent, provided in the Financial Exhibit.

Product Liability Costs. Except with respect to such portion (if any) of Product Liabilities that are Claims entitled to indemnification under Section 13.1 or Section 13.2, the Parties jointly shall be responsible for all Product Liabilities, all Out-of-Pocket Costs and FTE costs incurred by the controlling Party under Section 13.5 in connection with any litigation or proceeding related to any applicable Third Party Products Liability Action and all Out-of-Pocket Costs and FTE costs incurred by the non-controlling Party under Section 13.5 at the request of the controlling Party under Section 13.5, all of which such costs and expenses shall (a) if relating to Shared Products distributed prior to the Vividion Opt-Out Date, be taken into account in determining the Profit & Loss Share as, and to the extent, provided in Exhibit D or (b) be borne solely by [***] if and only to the extent such Product Liabilities arose from Shared Products distributed after the Vividion Opt-Out Date.

Product Liability Costs. The Parties understand and agree that, because of the nature of the collaborative effort set forth in this Agreement, should any Third Party claims be asserted against either Party or both Parties or any of their Affiliates, agents, or representatives that are in the nature of product liability claims (“Claims”), the Parties will cooperate through the JOC to ensure that such claims are defended and settled or compromised in a manner that best protects the interests of the Parties. In addition, the Parties will procure and maintain product liability insurance with first-class carriers in coverages and amounts and with deductibles not less than those determined by the JOC; provided that: (a) PTI shall obtain such insurance for a Product for Claims arising prior to the Completion of Phase II, at PTI’s sole cost, which coverage shall continue until the earlier of (i) the initiation of Phase III for such Product and (ii) five years after the Completion of Phase II for such Product; (b) If Phase III for a Product is initiated, PTI shall obtain such insurance for such Product for Claims arising following Completion of Phase II but prior to the First Commercial Sale of such Product, at PTI’s and King’s joint and equal cost, which coverage shall continue until the earlier of (i) the First Commercial Sale of such Product and (ii) five years after the first to occur of (A) the completion of Phase III, (B) the decision of the JOC not to proceed with the commercial sale of such Product, and (C) the termination of this Agreement in its entirety pursuant to Article 9 or with respect to such Product pursuant to Section 9.2.2(a), unless PTI or any of its Affiliates or its sublicensee continues to Develop the Product following such termination, in which case clause (d) below will apply; (c) As of the First Commercial Sale of a Product, King shall, at its sole cost, have obtained such insurance for a Product for Claims arising following the First Commercial Sale of such Product, such insurance to be in an appropriate level (at a minimum of $[***]) exclusive of self-insured amounts and shall be in amounts maintained by King for other products of King of similar market potential and at a similar stage in development as the applicable Product, taking into account any particular risks related to such Product, which coverage shall continue until the earlier of (i) the termination of this Agreement in its entirety pursuant to Article 9 or with respect to such Product pursuant to S...

Product Liability Costs. Solely with respect to Co-Co Products distributed in the United States, except with respect to such portion (if any) of Product Liabilities that are claims entitled to indemnification under Sections 7.1 or 7.2, the Parties shall be responsible for all Product Liabilities, all Direct Costs (including Out-of-Pocket Costs) (calculated using the applicable FTE Rate) incurred in connection with any litigation or proceeding related to such Third Party Products Liability Action, and all Direct Costs (including Out-of-Pocket Costs) (calculated using the applicable FTE Rate) incurred as follows: 7.7.1 All such costs and expenses incurred before the Jounce Opt-Out Date relating to Co-Co Products distributed in the United States prior to the Jounce Opt-Out Date shall be taken into account in determining the Profit & Loss Share as, and to the extent, provided in Exhibit D. 7.7.2 All such costs and expenses incurred after the Jounce Opt-Out Date relating to Co-Co Products shall be borne solely by Celgene if and only to the extent such Product Liabilities arose from Co-Co Products distributed after the Jounce Opt-Out Date.

Product Liability Costs. Product Liability Costs means all Liabilities incurred by any Momenta Indemnified Party or Sandoz Indemnified Party arising from actual or alleged product liability with respect to the Product, including, without limitation, any such Liabilities incurred or paid by the Parties or the Indemnified Parties with respect to any claims described in Sections 12.1(d) or 12.1(e) (as applicable).

Product Liability Costs. Except with respect to such portion (if any) of Product Liabilities that are Claims entitled to indemnification under Section 13.1 or Section 13.2, the Parties jointly shall be responsible for all Product Liabilities, all Out-of-Pocket Costs and FTE costs incurred by the controlling Party under Section 13.5 in connection with any litigation or proceeding related to any applicable Third Party Products Liability Action and all Out-of-Pocket Costs and FTE costs incurred by the non-controlling Party under Section 13.5 at the request of the controlling Party under Section 13.5, as follows: (a) All such costs and expenses incurred relating to Shared Products distributed prior to the Vividion Opt-Out Date in (a) the US Territory shall be taken into account in determining the Profit & Loss Share as, and to the extent, provided in Exhibit D and (b) the ROW Territory, shall be borne by [***]. (b) All such costs and expenses incurred after the Vividion Opt-Out Date relating to Shared Products shall be borne solely by [***] if and only to the extent such Product Liabilities arose from Shared Products distributed after the Vividion Opt-Out Date.

Product Liability Costs. The Parties understand and agree that, because of the nature of the collaborative effort set forth in this Agreement, should any Third Party claims be asserted against either Party or both Parties or any of their Affiliates, agents or representatives that are in the nature of product liability claims, the Parties will cooperate through the JDMC to ensure that such claims are defended and settled or compromised in a manner that best protects the interests of the Parties in accordance with Section 2.8. In addition, the Parties will procure and maintain product liability insurance with first-class carriers in coverages and amounts and with deductibles not less than those as determined by the JDMC and, in any event, sufficient to cover the Parties’ respective indemnification obligations hereunder. All costs incurred by a Party in connection with a product liability claim after the date hereof, including costs for insurance coverage required by the JDMC, shall be deemed Collaboration Costs,except to the extent that such costs are indemnifiable pursuant to or payable by a Party pursuant to Section 13 or attributable to products of a Party other than a Product.