Common use of Certain Losses Clause in Contracts

Certain Losses. Any Losses (other than those Losses for which indemnification is provided in Section 9.1 or Section 9.2 of the Development License and Option Agreement to be incorporated in the Collaboration Agreement) in connection with any Third Party Claim brought against either Party resulting directly or indirectly from (i) the performance of Development activities by either Party (or its Affiliates, employees, or agents) in accordance with a Collaboration Development Plan and Budget shall be included as a Development Cost or (ii) the commercialization or manufacture for use in commercialization of any Licensed Product in the United States or any Co-Promotion Product shall be included as an Allowable Expense; provided, however, that each Party shall indemnify the other for Losses to the extent caused by such Party’s breach of the Collaboration Agreement (including a breach of express warranties set forth in the Collaboration Agreement) or the negligent act or omission, reckless conduct, or willful misconduct of such Party or any of its Affiliates, and no such Losses shall be included as an Allowable Expense. If either Party learns of any Third Party Claim with respect to Losses covered by this Section, 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.