Common use of Certain Losses Clause in Contracts

Certain Losses. Any Losses, other than those Losses covered in ARTICLE 7, or which result from the unlawful conduct of a Party, or for which indemnification is otherwise provided in Section 11.1 or Section 11.2, in connection with any Third Party Claim brought against either Party resulting directly or indirectly from (a) the performance of Pre Exercise Development Activities (including from the Manufacture of any Licensed Antibody or Licensed Product for use in such Pre Exercise Development Activities) in accordance with the Pre Exercise Development Plan and Budget shall be included as a Development Cost; (b) the performance of any (i) Post Exercise Development Activities by either Party (or its Affiliates, employees, or agents) in accordance with a Post–Exercise Development Plan and Budget (including from the Manufacture of any Licensed Antibody or Licensed Product for use in such Post Exercise Development Activities) or (ii) Country-Specific Development Activities (including from the Manufacture of any Licensed Antibody or Licensed Product for use in such Country-Specific Development Activities), shall be included as a Development Cost unless Licensor has exercised its Licensor Development Opt Out or (c) the Commercialization of any *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request. Licensed Product in the Territory, or the Manufacture of any Licensed Product for use in Commercialization activities in the Territory, shall be included as an Allowable Expense or deducted to determine ROW Profit, as applicable, unless Licensor has exercised its Licensor Opt Out. If either Party learns of any Third Party Claim with respect to Losses covered by this Section 11.3, such Party shall provide the other Party with prompt written notice thereof. The Parties shall confer with respect to how to respond to such Third Party Claim and how to handle such Third Party Claim in an efficient manner. In the absence of such an agreement, each Party shall have the right to take such action as it deems appropriate.

Certain Losses. 11.3.1 Any Losses, other than those Losses covered in ARTICLE 7, or which result from the unlawful conduct of a Party, or for which indemnification is otherwise provided in Section 11.1 (but excluding clause (iii)(B) and, to the extent it relates to Manufacture of Licensed Products in support of Development, (C) thereof) or Section 11.211.2 (but excluding clause (vi)(B) and, to the extent it relates to the Manufacture of Licensed Products in support of Development, (C) thereof), in connection with any Third Party Claim brought against either Party resulting directly or indirectly from (a) the performance of Pre Exercise Initial Development Activities (including from the Manufacture of any Licensed Antibody or Licensed Product for use in such Pre Exercise Development Activities) in accordance with the Pre Exercise Development Plan and Budget shall be included as a Development Cost; (b) the performance of any (i) Post Exercise Joint Development Activities by either Party (or its Affiliates, employees, or agents) in accordance with a Post–Exercise Development Plan and Budget (including from the Manufacture of any Licensed Antibody or Licensed Product for use in such Post Exercise Development Activities) or (ii) Country-Specific Development Activities (including from the Manufacture of any Licensed Antibody or Licensed Product for use in such Country-Specific Development Activities), shall be included as a Development Cost unless Licensor has exercised its Licensor Development Opt Out or (c) the Commercialization of any *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request. Licensed Product in the Territory, or the Manufacture of any Licensed Product for use in Commercialization activities in the Territory, shall be included as an Allowable Expense or deducted to determine ROW Profit, as applicable, unless Licensor has exercised its Licensor Opt Out. If either Party learns of any Third Party Claim with respect to Losses covered by this Section 11.3, such Party shall provide the other Party with prompt written notice thereofCollaboration Cost. The Parties shall confer with respect to through the JDC how to respond to such Third Party Claim and how to handle such Third Party Claim in an efficient manner. In the absence of such an agreement, each Party shall have the right to take such action as it deems appropriate. 11.3.2 Any Losses, including those Losses for which indemnification is provided in Section 11.1 (but excluding clause (iii)(B) and, to the extent it relates to Manufacture of Licensed Products in support of Development, (C) thereof) or Section 11.2 (but excluding clause (vi)(B) and, to the extent it relates to the Manufacture of Licensed Products in support of Development, (C) thereof), in connection with any Third Party Claim brought against either Party resulting directly or indirectly from the performance of Unilateral Activities by such Party (or its 11.3.3 Any Losses, other than those Losses for which indemnification is provided in Section 11.2, in connection with any Third Party Claim brought against Licensor resulting directly or indirectly from the performance of Development activities for a Collaboration Candidate under Phase I Study Materials or a Collaboration Candidate Development Plan and Budget by Licensor (or its Affiliates, employees or agents) in accordance with such Phase I Study Materials or Collaboration Candidate Development Plan and Budget (in each case prior to Licensee’s exercise of its Collaboration Candidate Option) and with respect to which Collaboration Candidate Licensee subsequently exercises its Collaboration Candidate Option, including Losses form claims of infringement of Third Party intellectual property rights in connection with such Development activities, shall be included as costs reimbursable by Licensee pursuant to Section 3.7.5.

Certain Losses. 11.3.1 Any Losses, other than those Losses covered in ARTICLE 7, or which result from the unlawful conduct of a Party, or for which indemnification is otherwise provided in Section 11.1 (but excluding clause (iii)(B) and, to the extent it relates to Manufacture of Licensed Products in support of Development, (C) thereof) or Section 11.211.2 (but excluding clause (vi)(B) and, to the extent it relates to the Manufacture of Licensed Products in support of Development, (C) thereof), in connection with any Third Party Claim brought against either Party resulting directly or indirectly from (a) the performance of Pre Exercise Initial Development Activities (including from the Manufacture of any Licensed Antibody or Licensed Product for use in such Pre Exercise Development Activities) in accordance with the Pre Exercise Development Plan and Budget shall be included as a Development Cost; (b) the performance of any (i) Post Exercise Joint Development Activities by either Party (or its Affiliates, employees, or agents) in accordance with a Post–Exercise Development Plan and Budget (including from the Manufacture of any Licensed Antibody or Licensed Product for use in such Post Exercise Development Activities) or (ii) Country-Specific Development Activities (including from the Manufacture of any Licensed Antibody or Licensed Product for use in such Country-Specific Development Activities), shall be included as a Development Cost unless Licensor has exercised its Licensor Development Opt Out or (c) the Commercialization of any *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request. Licensed Product in the Territory, or the Manufacture of any Licensed Product for use in Commercialization activities in the Territory, shall be included as an Allowable Expense or deducted to determine ROW Profit, as applicable, unless Licensor has exercised its Licensor Opt Out. If either Party learns of any Third Party Claim with respect to Losses covered by this Section 11.3, such Party shall provide the other Party with prompt written notice thereofCollaboration Cost. The Parties shall confer with respect to through the JDC how to respond to such Third Party Claim and how to handle such Third Party Claim in an efficient manner. In the absence of such an agreement, each Party shall have the right to take such action as it deems appropriate. 11.3.2 Any Losses, including those Losses for which indemnification is provided in Section 11.1 (but excluding clause (iii)(B) and, to the extent it relates to Manufacture of Licensed Products in support of Development, (C) thereof) or Section 11.2 (but excluding clause (vi)(B) and, to the extent it relates to the Manufacture of Licensed Products in support of Development, (C) thereof), in connection with any Third Party Claim brought against either Party resulting directly or indirectly from the performance of Unilateral Activities by such Party (or its Affiliates, employees or agents) in accordance with a Development Plan and Budget and with respect to which Unilateral Activities the Opting-Out Party subsequently Opts-In pursuant to Section 3.7.4, including Losses from claims of infringement of Third Party intellectual property rights in connection with such Unilateral Activities, shall be included as costs reimbursable by the Opting-Out Party pursuant to Section 3.7.4 upon exercise of its right to Opt-In. 11.3.3 Any Losses, other than those Losses for which indemnification is provided in Section 11.2, in connection with any Third Party Claim brought against Licensor resulting directly or indirectly from the performance of Development activities for a Collaboration Candidate under Phase I Study Materials or a Collaboration Candidate Development Plan and Budget by Licensor (or its Affiliates, employees or agents) in accordance with such Phase I Study Materials or Collaboration Candidate Development Plan and Budget (in each case prior to Licensee’s exercise of its Collaboration Candidate Option) and with respect to which Collaboration Candidate Licensee subsequently exercises its Collaboration Candidate Option, including Losses form claims of infringement of Third Party intellectual property rights in connection with such Development activities, shall be included as costs reimbursable by Licensee pursuant to Section 3.7.5.