U.S. Administration Liabilities. In the event that either Party (i) incurs any Losses in connection with a Third Party Claim for personal injury or death caused by the use of Licensed Product for U.S. Administration, or (ii) is required to make payments to any Third Party in order to acquire a license or other rights under Patents or Know-How necessary for the Development, Manufacture or Commercialization of Licensed Product for U.S. Administration (collectively, “U.S. Administration Liabilities”), such U.S. Administrative Losses arising from or occurring as a result of the performance, in good faith, of the Development, Manufacture or Commercialization of Licensed Product for U.S. Administration in accordance with this CCPS Agreement will be charged to such Party’s Operating Profit or Loss under the Profit & Loss Share, provided that Operating Profit or Loss will not include U.S. Administration Liabilities of a Party or its Affiliates: (1) that are caused by a breach of this CCPS Agreement by such Party or its Affiliates; (2) incurred with respect to or allocable to products other than Licensed Product for U.S. Administration; or (3) that are subject to indemnification by such Party pursuant to Section 16.6 (and for clarity, if a Third Party makes a Third Party Claim directly against Bluebird (or any of its Affiliates) or Celgene (or any of its Affiliates), respectively, that would otherwise be indemnified by Bluebird or Celgene, respectively, if such Third Party Claim had been made against the other Party (or any of its Affiliates), then U.S. Administration Liabilities incurred by Bluebird or Celgene in connection with such direct Third Party Claim will not be included in the calculation of Operating Profit or Loss).
U.S. Administration Liabilities. In the event that either Party (a) incurs any Third Party Damages in connection with a Claim for personal injury or death caused by the use of Co-Co Product for U.S. Administration, or any other Product Liability relating thereto, or (b) is required to make payments to any Third Party in order to acquire a license or other rights under Patents or Know-How necessary for the Development, Manufacture or Commercialization of Co-Co Product for U.S. Administration (collectively, “U.S. Administration Liabilities”), 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. U.S. Administration Liabilities arising from or occurring as a result of the performance, in good faith, of the Development, Manufacture or Commercialization of Co-Co Product for U.S. Administration in accordance with this Celgene Lead Co-Co Agreement will be shared by the Parties as Operating Profits or Losses under the Profit & Loss Share, provided that the Operating Profits or Losses will not include U.S. Administration Liabilities of a Party or its Affiliates: (i) that are caused by a breach of this Celgene Lead Co-Co Agreement by such Party or its Affiliates; (ii) incurred with respect to or allocable to products other than Co-Co Product for U.S. Administration; or (iii) that are subject to indemnification by such Party pursuant to this Article 7 (and for clarity, if a Third Party makes a Claim directly against Jounce (or any of its Affiliates) or Celgene (or any of its Affiliates), respectively, that would otherwise be indemnified by Jounce or Celgene, respectively, if such Claim had been made against the other Party (or any of its Affiliates), then U.S. Administration Liabilities incurred by Jounce or Celgene in connection with such direct Claim will not be included in the calculation of the Operating Profits or Losses).
U.S. Administration Liabilities. In the event that either Party (a) incurs any Third Party Damages in connection with a Claim for personal injury or death caused by the use of Co-Co Product for U.S. Administration, or any other Product Liability relating thereto, or (b) is required to make payments to any Third Party in order to acquire a license or other rights under Patents or Know-How necessary for the Development, Manufacture or Commercialization of Co-Co Product for U.S. Administration (collectively, “U.S. Administration Liabilities”), such U.S. Administration Liabilities arising from or occurring as a result of the performance, in good faith, of the Development, Manufacture or Commercialization of Co-Co Product for U.S. Administration in accordance with this Jounce Lead Co-Co Agreement will be shared by the Parties as Operating Profits or Losses under the Profit & Loss Share, provided that the Operating Profits or Losses will not include U.S. Administration Liabilities of a Party or its Affiliates: (i) that are caused by a breach of this Jounce Lead Co-Co Agreement by such Party or its Affiliates; (ii) incurred with respect to or allocable to products other than Co-Co Product for U.S. Administration; or (iii) that are subject to indemnification by such Party pursuant to this Article 7 (and for clarity, if a Third Party makes a Claim directly against Jounce (or any of its Affiliates) or Celgene (or any of its Affiliates), respectively, that would otherwise be indemnified by Jounce or Celgene, respectively, if such Claim had been made against the other Party (or any of its Affiliates), then U.S. Administration Liabilities incurred by Jounce or Celgene in connection with such direct Claim will not be included in the calculation of the Operating Profits or Losses).
U.S. Administration Liabilities. In the event that either Party (a) incurs any [***] relating thereto, or (b) is required to [***] (collectively, “U.S. Administration Liabilities”), such U.S. Administration Liabilities arising from or occurring as a result of the performance [***] of the Development, Manufacture or Commercialization of Co-Co Product for U.S. Administration in accordance with this Co-Co Agreement will be charged to Operating Profits or Losses under the Profit & Loss Share, provided that Operating Profit or Loss will not include U.S. Administration Liabilities of a Party or its Affiliates: (i) that are caused by [***]; (ii) incurred with respect to or allocable to [***]; or (iii) that are subject to [***] (and for clarity, if [***], respectively, that would otherwise be [***], then U.S. Administration Liabilities incurred by OncoMed or Celgene in connection with [***] will not be included in the calculation of Operating Profit or Loss).
