Shared Program Damages definition

Shared Program Damages means damages or other amounts payable by either Party (or any of its Indemnified Persons) to any Third Party claimant, as well as any reasonable attorneys’ fees and costs of litigation incurred by either Party (or any of its Indemnified Persons) from Third Party claims that arise from or are based on Shared Program Activities, including such damages and other amounts (and attorneys’ fees) from claims of infringement or a Third Party’s Patent and other intellectual property rights; provided, however, that “Shared Program Damages” shall exclude any and all damages and other amounts (including attorneys’ fees) for which a Party has an obligation to indemnify pursuant to Section 11.1(a) or 11.2(b), 11.2(c) or 11.2(d).

Shared Program Damages means damages or other amounts payable by either Party (or any of its Indemnified Persons) to any Third Party claimant, as well as any reasonable attorneys’ fees and costs of litigation incurred by either Party (or any of its Indemnified Persons) from Third Party claims that arise from or are based on Shared Program Activities, including such damages and other amounts (and attorneys’ fees) from claims of infringement or a Third Party’s Patent and other intellectual property rights; provided, however, that “Shared Program Damages” shall exclude any and all damages and other amounts (including attorneys’ fees) for which a Party has an obligation to indemnify pursuant to Section 12.1 or 12.2.

Shared Program Damages means [***].

Examples of Shared Program Damages in a sentence

• After the Term, any Shared Program Damages that accrued during the Term shall continue to be shared with fifty percent (50%) borne by Gilead and fifty percent (50%) borne by Galapagos.

• With respect to any Shared Program Damages incurred by a Party (or any of its Indemnified Persons) during the Term, such Shared Program Damages shall be deemed to constitute (and shall be included in) Joint Commercialization Costs.

• With respect to any Shared Program Damages incurred by a Party (or any of its Indemnified Persons) during the Term, such Shared Program Damages shall be deemed to constitute (and shall be included in) Joint Development Costs, Joint Commercialization Costs and/or Joint Medical Affairs Costs, as applicable (and the Parties shall cooperate in good faith to allocate such amount(s) to the appropriate cost category).

• With respect to any Shared Program Damages incurred by a Party (or any of its Indemnified Persons) during the Term, such Shared Program Damages will be deemed to constitute (and will be included in) Development Costs or Joint Commercialization Costs, as applicable (and the Parties will cooperate in good faith to allocate such amount(s) to the appropriate cost category).

• After the Term, any Shared Program Damages will continue to be shared with [***] borne by SGI [***] borne by Unum, and the Party (or any of its Indemnified Persons) that has incurred such Shared Program Damages will be reimbursed by the other Party [***] where the bearing Party is Unum and [***] where the bearing Party is SGI no later than [***] days after receipt of reasonable documentation evidencing such amounts.

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• After the Term, any Shared Program Damages shall continue to be shared with fifty percent (50%) borne by Pfizer and fifty percent (50%) borne by Arvinas and the Party (or any of its Indemnified Persons) that has incurred such Shared Program Damages shall be reimbursed by the other Party of fifty percent (50%) of such Shared Program Damages no later than [**] after receipt of reasonable documentation evidencing such amounts.

• After the Term, any Shared Program Damages shall continue to be shared with [***] and the Party (or any of its Indemnified Persons) that has incurred such Shared Program Damages shall be reimbursed by the other Party [***] no later than [***] after receipt of reasonable documentation evidencing such amounts.

• With respect to any Shared Program Damages incurred by a Party (or any of its Indemnified Persons) during the Term, such Shared Program Damages shall be deemed to constitute (and shall be included in) Joint Development Costs or Joint Commercialization Costs, as applicable (and the Parties shall cooperate in good faith to allocate such amount(s) to the appropriate cost category).

More Definitions of Shared Program Damages

Shared Program Damages means any Losses incurred in connection with any Third Party Claim, as well as any attorneys’ fees and costs of litigation incurred by either Party (or any of the Takeda Indemnitees or Protagonist Indemnitees, as applicable) from Third Party Claims that arise from or are related to the performance of Shared Program Activities, other than Losses arising out of (a) any breach of, or inaccuracy in, any representation or warranty made by a Party in this Agreement, or any breach or violation of any covenant or agreement of a Party in this Agreement, or (b) the negligence or willful misconduct by or of a Party or any of its respective Affiliates, Sublicensees or Subcontractors or any of their respective directors, officers, employees or agents in the performance of such Party’s obligations or exercise of its rights under this Agreement.

Shared Program Damages means any Damages payable by either Party (or any of its indemnified Persons) to any Third Party claimant, as well as any reasonable attorneys’ fees and costs of litigation incurred by either Party (or any of its indemnified Persons) from Third-Party Claims arising from Shared Program Activities, including such losses (and attorneys’ fees and costs) (a) arising from claims of infringement of a Third Party’s Patent and other intellectual property rights pursuant to Article 9; (b) constituting products liability claims; or (c) otherwise arising from Shared Program Activities not attributable to either party’s gross negligence, willful misconduct or breach, provided, however, that “Shared Program Damages” shall exclude Damages (and attorneys’ fees) for which (i) this Agreement otherwise provides shall be at a Party’s sole expense; or (ii) a Party has an obligation to indemnify the other hereunder.