Common use of Product Liability Indemnification Clause in Contracts

Product Liability Indemnification. (a) AVENTIS. Aventis agrees to defend Millennium and its Affiliates, at Aventis' cost and expense, and will indemnify and hold Millennium and its Affiliates and their respective directors, officers, employees and agents (the "Millennium Indemnified Parties") harmless from and against any losses, costs, damages, fees or expenses arising out of any Third Party claim relating to (i) any breach by Aventis of any of its representations, warranties or obligations pursuant to this Agreement, (ii) any sublicense and/or transfer by Aventis of the Development Program Technology and/or Ex-Program Technology, or (iii) any personal injury resulting from the development, manufacture, use, sale or other disposition of any product or service offered by Aventis and/or its Affiliates or licensees to the extent that such injury is alleged to be the result of the use by Aventis and/or its Affiliates or licensees of the Development Program Technology or Ex-Program Technology. In the event of any such claim against the Millennium Indemnified Parties by any Third Party, Millennium shall promptly notify Aventis in writing of the claim and Aventis shall manage and control, at its sole expense, the defense of the claim and its settlement. The Millennium Indemnified Parties shall cooperate with Aventis and may, at their option and expense, be represented in any such action or proceeding. Aventis shall not be liable for any litigation costs or expenses incurred by the Millennium Indemnified Parties without Aventis' prior written authorization. In addition, Aventis shall not be responsible for the indemnification of any Millennium Indemnified Party arising from any negligent or intentional acts by such party, or any claims compromised or settled without its prior written consent. Notwithstanding the foregoing, (x) in the event of a personal injury claim that is covered by the indemnification provisions of the Inflammation Agreement, the indemnification provisions of the Inflammation Agreement shall control and (y) in the event that both Aventis and the Millennium Indemnified Parties are parties to a class action suit relating to the sale of substantially similar products sold by Aventis and the Millennium Indemnified Parties, the foregoing indemnification shall apply solely in respect of the product or service offered by Aventis and/or its Affiliates and licensees.

Product Liability Indemnification. (a) AVENTISNEITHER ECC NOR ITS LICENSOR OF THE TECHNOLOGY MAKE OR GIVE, AND THEY HEREBY EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE, IN REGARD TO ANY PRODUCTS WHICH MAY BE CONVERTED, USED OR SOLD BY SUBLICENSEE AND WHICH ARE BASED UPON OR UTILIZE THE TECHNOLOGY. Aventis Sublicensee acknowledges and agrees to defend Millennium and that neither ECC nor its Affiliates, at Aventis' cost and expense, and licensor of the Technology have previously made or presently make any of the foregoing warranties or representations. Sublicensee will indemnify and hold Millennium ECC and its Affiliates and their respective directors, officers, employees and agents (licensor of the "Millennium Indemnified Parties") Technology harmless from and against any lossesagainst, costs, damages, fees or expenses arising out and hereby assumes liability for the payment of any Third Party claim and all loss, liability or damage, and for all costs and expenses (including reasonable costs of investigations and reasonable attorneys, accountants, and expert witness fees) that may be imposed upon, suffered or incurred by, or successfully asserted against ECC or its licensor of the Technology as a consequence of or in connection with any liability relating to (i) any breach Product which is converted, used or sold by Aventis of any of its representationsSublicensee, warranties or obligations pursuant to this Agreement, (ii) any sublicense and/or transfer by Aventis of the Development Program Technology and/or Ex-Program Technology, or (iii) any personal injury resulting from the development, manufacture, use, sale or other disposition of any product or service offered by Aventis and/or its Affiliates or licensees except to the extent that such injury is alleged to be the result liability arises from the negligence of ECC or from the use by Aventis and/or its Affiliates or licensees of the Development Program Technology or Ex-Program Technologylicensed hereunder. In the event of any such claim action, suit or proceeding is brought against the Millennium Indemnified Parties by any Third Party, Millennium shall promptly notify Aventis in writing ECC or its licensor of the claim and Aventis shall manage and control, at its sole expenseTechnology with respect to which there may be indemnity pursuant to this paragraph 9, the defense of the claim such action, suit or proceeding (including all settlements and arbitrations, trials, appeals or other proceedings) shall be conducted by Sublicensee at its sole cost and expense through legal counsel selected by Sublicensee. ECC and its settlementlicensor of the Technology shall have the right to participate in such defense at their own expense through legal counsel of their choice. If Sublicensee fails to defend any such action, suit or proceedings, for any reason, such failure shall constitute a material breach of this Agreement by Sublicensee and ECC or its licensor of the Technology may undertake defense of such action, suit or proceeding, through legal counsel of their choice, at the sole cost and expense of Sublicensee. The Millennium Indemnified Parties parties shall cooperate with Aventis make available to one another, their legal counsel and mayaccountants, at their option all information and expensedocuments reasonably available to them which relate to such action, be represented suit or proceeding and shall render such other assistance as they may reasonably require of one another in order to insure the proper and adequate defense of any such action action, suit or proceeding. Aventis shall not be liable for any litigation costs or expenses incurred by the Millennium Indemnified Parties without Aventis' prior written authorization. In addition, Aventis shall not be responsible for the indemnification of any Millennium Indemnified Party arising from any negligent or intentional acts by such party, or any claims compromised or settled without its prior written consent. Notwithstanding the foregoing, (x) in the event of a personal injury claim that is covered by the indemnification provisions of the Inflammation Agreement, the indemnification provisions of the Inflammation Agreement shall control and (y) in the event that both Aventis and the Millennium Indemnified Parties are parties to a class action suit relating to the sale of substantially similar products sold by Aventis and the Millennium Indemnified Parties, the foregoing indemnification shall apply solely in respect of the product or service offered by Aventis and/or its Affiliates and licensees.

Product Liability Indemnification. (a) AVENTIS. Aventis agrees to Vendor covenants that it shall indemnify, defend Millennium and hold harmless Purchaser and its Affiliatesaffiliates from all claims, at Aventis' cost and expensedemands, and will indemnify and hold Millennium and its Affiliates and their respective directorslawsuits, officersgovernment investigations, employees and agents (the "Millennium Indemnified Parties") harmless from and against any settlements, losses, costs, damagesliabilities, fires, penalties, damages and expenses of every kind and description (including reasonable attorneys’ fees or expenses and expenses), arising out of any Third Party claim relating to or resulting from: (i) any breach actual or alleged defects in the design, manufacture, materials or workmanship of the goods sold to Purchaser by Aventis of any of its representations, warranties or obligations pursuant to this Agreement, Vendor; (ii) any sublicense actual or alleged negligent acts or omissions or the actual or alleged intentional misconduct of Vendor, Vendor's affiliates, Vendor's independent or employed sales representatives, Vendor's suppliers, Vendor's contractors and/or transfer by Aventis Vendor's subcontractors in the design, manufacture of distr bution of the Development Program Technology goods sold to Purchaser by Vendor; and while participating in any and all of Purchaser’s events, promotions or meetings anywhere in the world;(iii) actual or alleged failure of Vendor and/or Ex-Program TechnologyVendor's goods to comply with federal, state or local law in the United States, or Canadian, Provincial or local law in Canada; or (iiiiv) a breach by Vendor of its Warranties/Guarantees set out above in Section 5. The duty to defend, indemnify and hold harmless Purchaser applies in full and regardless of whether there are allegations against Purchaser independent of the allegations against Vendor. The insurance requirements provided for in this Agreement do not operate as a limitation upon Vendor’s duty to defend, indemnify and hold harmless the Purchaser and its affiliates. Purchaser agrees to give Vendor timely notice of all claims as set out in Exhibit C or, if blank, to Vendor's contact listed on Exhibit A. Purchaser may, at in discretion, also tender the claim to Vendor’s insurance carrier. Vendor will fully defend, indemnify, and hold harmless Purchaser, including, but not limited to, providing counsel satisfactory to Purchaser, even if there are allegations of Purchaser’s independent negligence or acts, and regardless of whether Vendor’s insurance carrier accepts the duty to defend or provide coverage for any personal injury resulting from tendered claim. Vendor shall be deemed to have accepted the development, manufacture, use, sale or other disposition of any product or service offered by Aventis and/or duty to defend Purchaser and its Affiliates or licensees affiliates unless Vendor validly objects in writing to the extent that such injury is alleged to be the result indemnity notice within 10 days of the use by Aventis and/or its Affiliates or licensees date of the Development Program Technology notice. If Vendor does not notify Purchaser that it has engaged counsel reasonably satisfactory to Purchaser within ten (10)days following the delivery of the indemnity notice, or Ex-Program Technologysuch shorter period as the circumstances may require, or if Purchaser reasonably determines that a conflict of interest exists between Purchaser and Vendor with respect to the defense of such claim, Purchaser shall be entitled, upon notice to Vendor, to employ its own counsel and retain control of its own defense, at the sole cost and expense of Vendor. In the event of any such claim against Vendor fails to fully defend Purchaser and its affiliates in accordance with this Section, Purchaser and its affiliates will suffer damage, over and above the Millennium Indemnified Parties by any Third Party, Millennium shall promptly notify Aventis in writing amount of the claim claim. Such damages would be difficult to determine. Accordingly, in such event and Aventis shall manage and controlin addition to all other remedies available to Purchaser, at its sole expense, the defense Purchaser will be entitled to liquidated damages of the claim $1,000 per day for each day that Vendor fails to defend Purchaser and its settlement. The Millennium Indemnified Parties shall cooperate affiliates after Vendor is obligated to do so in accordance with Aventis and may, at their option and expense, be represented in any such action or proceeding. Aventis shall not be liable for any litigation costs or expenses incurred by the Millennium Indemnified Parties without Aventis' prior written authorization. In addition, Aventis shall not be responsible for the indemnification of any Millennium Indemnified Party arising from any negligent or intentional acts by such party, or any claims compromised or settled without its prior written consent. Notwithstanding the foregoing, (x) in the event of a personal injury claim that is covered by the indemnification provisions of the Inflammation Agreementthis Section, the indemnification provisions which liquidated damages will be payable upon Purchaser’s demand. Purchaser may set off any amounts payable by Vendor under this Section against any current or future invoices of the Inflammation Agreement shall control and (y) in the event that both Aventis and the Millennium Indemnified Parties are parties to a class action suit relating to the sale of substantially similar products sold by Aventis and the Millennium Indemnified Parties, the foregoing indemnification shall apply solely in respect of the product or service offered by Aventis and/or its Affiliates and licenseesVendor.

Product Liability Indemnification. (a) AVENTISNEITHER ECC NOR ITS LICENSOR OF THE TECHNOLOGY MAKE OR GIVE, AND THEY HEREBY EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE, IN REGARD TO ANY PRODUCTS WHICH MAY BE MANUFACTURED, USED OR SOLD BY SUBLICENSEE AND WHICH ARE BASED UPON OR UTILIZE THE TECHNOLOGY. Aventis Sublicensee acknowledges and agrees to defend Millennium and that neither ECC nor its Affiliates, at Aventis' cost and expense, and licensor of the Technology have previously made or presently make any of the foregoing warranties or representations. Sublicensee will indemnify and hold Millennium ECC and its Affiliates and their respective directors, officers, employees and agents (licensor of the "Millennium Indemnified Parties") Technology harmless from and against any lossesagainst, costs, damages, fees or expenses arising out and hereby assumes liability for the payment of any Third Party claim and all loss, liability or damage, and for all costs and expenses (including reasonable costs of investigations and reasonable attorneys, accountants, and expert witness fees) that may be imposed upon, suffered or incurred by, or asserted against ECC or its licensor of the Technology as a consequence of or in connection with any liability relating to (i) any breach Product which is manufactured, used or sold by Aventis of any of its representationsSublicensee, warranties or obligations pursuant to this Agreement, (ii) any sublicense and/or transfer by Aventis of the Development Program Technology and/or Ex-Program Technology, or (iii) any personal injury resulting from the development, manufacture, use, sale or other disposition of any product or service offered by Aventis and/or its Affiliates or licensees except to the extent that such injury is alleged to be the result of liability arises from the use by Aventis and/or its Affiliates or licensees of the Development Program Technology or Ex-Program Technologylicensed hereunder. In the event of any such claim action, suit or proceeding is brought against the Millennium Indemnified Parties by any Third Party, Millennium shall promptly notify Aventis in writing ECC or its licensor of the claim and Aventis shall manage and control, at its sole expenseTechnology with respect to which there may be indemnity pursuant to this paragraph 9, the defense of the claim such action, suit or proceeding (including all settlements and arbitrations, trials, appeals or other proceedings) shall be conducted by Sublicensee at its sole cost and expense through legal counsel selected by Sublicensee. ECC and its settlementlicensor of the Technology shall have the right to participate in such defense at their own expense through legal counsel of their choice. If Sublicensee fails to defend any such action, suit or proceedings, for any reason, such failure shall constitute a material breach of this Agreement by Sublicensee and ECC or its licensor of 16 the Technology may undertake defense of such action, suit or proceeding, through legal counsel of their choice, at the sole cost and expense or Sublicensee. The Millennium Indemnified Parties parties shall cooperate with Aventis make available to one another, their legal counsel and mayaccountants, at their option all information and expensedocuments reasonably available to them which relate to such action, be represented suit or proceeding and shall render such other assistance as they may reasonably require of one another in order to insure the proper and adequate defense of any such action action, suit or proceeding. Aventis shall not be liable for any litigation costs or expenses incurred by the Millennium Indemnified Parties without Aventis' prior written authorization. In addition, Aventis shall not be responsible for the indemnification of any Millennium Indemnified Party arising from any negligent or intentional acts by such party, or any claims compromised or settled without its prior written consent. Notwithstanding the foregoing, (x) in the event of a personal injury claim that is covered by the indemnification provisions of the Inflammation Agreement, the indemnification provisions of the Inflammation Agreement shall control and (y) in the event that both Aventis and the Millennium Indemnified Parties are parties to a class action suit relating to the sale of substantially similar products sold by Aventis and the Millennium Indemnified Parties, the foregoing indemnification shall apply solely in respect of the product or service offered by Aventis and/or its Affiliates and licensees.