Provision Language
6. REPRSENTATIONS, WARRANTIES AND COVENANTS
[…]
6.4 Waiver of Consequential Damages. EXCEPT FOR A BREACH OF ARTICLE 5, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS OR LOST REVENUES REGARDLESS OF WHETHER IT HAS BEEN INFORMED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OR THE TYPE OF CLAIM, CONTRACT OR TORT (INCLUDING NEGLIGENCE).
7. INDEMNITY AND INSURANC
7.1. Indemnification. MPP agrees to indemnify, hold harmless and defend Pfizer and its Affiliates, and their respective officers, directors, employees, contractors, agents and assigns (collectively, “Pfizer Indemnitees”), from and against any Claims arising or resulting from: (a) the development of a Product by MPP, its Affiliates, subcontractors or sublicensees, (b) the commercialization of a Product by MPP, its Affiliates, subcontractors or sublicensees, (c) the negligence, recklessness or wrongful intentional acts or omissions of MPP, its Affiliates, subcontractors or sublicensees, (d) breach by MPP of any representation, warranty or covenant as set forth in this Agreement or (e) breach by MPP of the scope of the license set forth in Section 2.1. As used herein, “Claims” means collectively, any and all demands, claims, actions and proceedings (whether criminal or civil, in contract, tort or otherwise) for losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees).
7.2. Indemnification Procedure. In connection with any Claim for which Pfizer seeks indemnification from MPP pursuant to this Agreement, Pfizer shall: (a) give MPP prompt written notice of the Claim; provided, however, that failure to provide such notice shall not relieve MPP from its liability or obligation hereunder, except to the extent of any material prejudice as a direct result of such failure; (b) cooperate with MPP, at MPP’s expense, in connection with the defense and settlement of the Claim; and (c) permit MPP to control the defense and settlement of the Claim; provided, however, that MPP may not settle the Claim without Pfizer’s prior written consent, which shall not be unreasonably withheld or delayed, in the event that such settlement materially adversely impacts Pfizer’s rights or obligations. Further, Pfizer shall have the right to participate (but not control) and be represented in any suit or action by advisory counsel of its selection and at its own expense.