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 shall be responsible for all Product Liabilities, all Out-of-Pocket Costs and FTE Costs incurred by the controlling Party under Section 13.4 in connection with any litigation or proceeding related to such Third Party Products Liability Action, and all Out-of-Pocket Costs and FTE Costs incurred by the non-controlling Party under Section 13.4 at the request of the controlling Party under Section 13.4 as follows:
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. 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. 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. 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:
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, all Damages (including all Product Liabilities) incurred in connection with any litigation or proceeding relating to any Third Party products liability claim or other action relating to alleged defects in any Licensed Product (whether design defects, manufacturing defects or defects in sales or marketing) shall be borne solely by [***].
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. 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:
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:
Product Liability Costs and (i) Medical Affairs Costs; but Allowable Expenses shall exclude in all cases the cost of general corporate overhead and administrative personnel. For clarity, no milestone payment made to Agenus or its Affiliates pursuant to Section 7.5(a) hereof shall be an Allowable Expense.
