Provision Language
3. Obligations of the MPPF
3.1The MPPF agrees to be primarily liable for any breach of a Sublicence by any Sublicensee and undertakes to indemnify ViiV and its Affiliates in respect of any and all liabilities, costs, damages and expenses (including, but not limited to, legal costs) incurred by ViiV and/or its Affiliates arising out of, or in connection with any breach of a Sublicence by any Sublicensee. Where ViiV exercises its rights under this Clause, ViiV shall (i) provide MPPF with prompt written notice of such claims, (ii) grant MPPF the right to control the defence or negotiation of settlement of such claims (except to the extent such claims relate to the validity or enforcement of Patents or Non-Territory Patents) and (iii) make available all reasonable assistance in defending any claims. For the avoidance of doubt, the MPPF shall bear no liability for (a) the supply of Product into the Private Market in a Royalty Country by a person other than the Sublicensee or (b) the consumption of Product by patients other than Adult Patients, in each case where such supply or consumption does not result from the breach by the MPPF or the Sub-Licensee of obligations under this Agreement or the Sublicence respectively