Common use of Product Liability Costs Clause in Contracts

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. Solely with respect to Co-Co Products distributed in the United States, except Except with respect to such portion (if any) of Product Liabilities that are claims entitled to indemnification under Sections 7.1 Section 13.1 or 7.2Section 13.2, the Parties shall be responsible for all Product Liabilities, all Direct Costs (including Out-of-Pocket Costs) (calculated using Costs and FTE Costs incurred by the applicable FTE Rate) incurred controlling Party under Section 13.4 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 Costs and FTE Costs incurred by the applicable FTE Rate) incurred non-controlling Party under Section 13.4 at the request of the controlling Party under Section 13.4 as follows: 7.7.1 (a) 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 Agios Opt-Out Date shall be taken into account in determining the ROW Territory Profit & or Loss Share as, and to the extent, provided in Exhibit D.the Financial Exhibit. 7.7.2 (b) All such costs and expenses incurred after the Jounce Agios Opt-Out Date relating to Co-Co Licensed Products in the ROW Territory shall be borne solely by Celgene if and only to the extent such Product Liabilities arose from Co-Co Products distributed were caused by the occurrence after the Jounce Agios Opt-Out Date of the event, incident or circumstance that led to the Third Party Liability Action. (c) All such costs and expenses incurred after the Agios Opt-Out Date relating to Licensed Products in the ROW Territory shall be borne fifty per cent (50%) by each of the Parties to the extent such Product Liabilities were caused by the occurrence before the Agios Opt-Out Date of an event, incident or circumstance that is the subject of the Third Party Liability Action. If Agios is invoiced for its portion of such costs and expenses incurred after the Agios Opt-Out Date, payment is due within [**] days of receipt of invoice.

Product Liability Costs. Solely with respect to Co-Co Products distributed in the United States, except Except with respect to such portion (if any) of Product Liabilities that are claims entitled to indemnification under Sections 7.1 Section 13.1 or 7.2Section 13.2, the Parties shall be responsible for all Product Liabilities, all Direct Costs (including Out-of-Pocket Costs) (calculated using Costs and FTE Costs incurred by the applicable FTE Rate) incurred controlling Party under Section 13.4 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 Costs and FTE Costs incurred by the applicable FTE Rate) incurred non-controlling Party under Section 13.4 at the request of the controlling Party under Section 13.4 as follows: 7.7.1 (a) 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 Agios Opt-Out Date shall be taken into account in determining the US Territory Profit & or Loss Share as, and to the extent, provided in Exhibit D.the Financial Exhibit. 7.7.2 (b) All such costs and expenses incurred after the Jounce Agios Opt-Out Date relating to Co-Co Licensed Products in the US Territory shall be borne solely by Celgene if and only to the extent such Product Liabilities arose from Co-Co Products distributed were caused by the occurrence after the Jounce Agios Opt-Out Date of the event, incident or circumstance that led to the Third Party Liability Action. (c) All such costs and expenses incurred after the Agios Opt-Out Date relating to Licensed Products in the US Territory shall be borne fifty per cent (50%) by each of the Parties to the extent such Product Liabilities were caused by the occurrence before the Agios Opt-Out Date of an event, incident or circumstance that is the subject of the Third Party Liability Action. If Agios is invoiced for its portion of such costs and expenses incurred after the Agios Opt-Out Date, payment is due within [**] days of receipt of invoice.