Provision Language
OBLIGATIONS OF INDEVUS UNDER THIS AGREEMENT
(C) Warranties and Indemnity
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14. Indevus will during and after the period of this Agreement indemnify and hold harmless the MRC and their employees and agents against all liability, damage, costs or expenses which may result from:
a) a claim by any person participating in the Phase III Clinical Trial alleging injury arising from use of the Product or placebo in accordance with the Protocol;
b) the gross negligence or wrongful acts or omissions or breach of statutory duty of Indevus, its employees, agents or subcontractors;
c) any breach by Indevus, its employees, agents or subcontractors of any term of this Agreement, except to the extent such loss, damage, costs or expenses result from the negligence of the MRC, their employees or agents;
d) the failure of Indevus, its employees, agents or subcontractors to manufacture the Product and/or matching placebo in accordance with the terms of this Agreement;
e) use of the Product and/or matching placebo pursuant to the Protocol infringing any intellectual property rights of any third party.
Notwithstanding the foregoing, Indevus will not be responsible for and shall not be obligated to indemnify against any loss, claim, or demand, or any costs and expenses arising from any (i) injuries or damages resulting from the negligence or willful misconduct of, or violation of applicable laws, rules or regulations by, MRC or any of the Centres or Investigators or their respective employees, agents, assistants or contractors; (ii) failure to store, handle or administer the Product and/or matching placebo in accordance with the Investigators’ Brochure or the Protocol on the part of MRC or any Centre or Investigator, or any of their respective employees, agents, assistants, or contractors; or (iii) activities conducted by MRC or any of the Centres or Investigators or their respective employees, agents, assistants or contractors contrary to the Protocol or the ICH Guidelines for Good Clinical Practice.
15. The MRC agrees to provide Indevus with prompt written notice of any claim, suit, action, demand or judgment for which indemnification is sought under this Agreement. Indevus agrees, at its own expense, to provide attorneys reasonably acceptable to the MRC to defend against any such claim. The MRC shall co-operate fully with Indevus in such defence and will permit Indevus to conduct and control such defence and the disposition of such claim, suit or action (including all decisions relative to litigation, appeal and settlement) provided, however, that Indevus shall not admit fault on MRC’s behalf without MRC’s advance written permission.
16. Notwithstanding anything to the contrary herein contained, Indevus shall not be liable for any indirect, special, incidental, punitive or consequential damages. In no event shall the liability of Indevus in respect of any damages, costs or expenses under this Agreement exceed the cost of delivery to the Centres of the maximum number of Product and matching placebo to be supplied by Indevus as specified in Clause 5 of this Agreement, except that such limit shall not apply in the case of (i) personal injury or death arising from negligence of Indevus or (ii) fraud by Indevus.