THAT THE USE BY LB OF THE LB INFORMATION OR THE LB
PATENTS RIGHTS FOR SERVICES INFRINGES OR IS ALLEGED TO INFRINGE ANY RIGHTS
(INCLUDING WITHOUT LIMITATION, ANY INTELLECTUAL OR INDUSTRIAL PROPERTY RIGHTS)
VESTED IN ANY THIRD PARTY; AND
14.1.8.
LB HAS AND SHALL MAINTAIN, DURING THE TERM OF THIS AGREEMENT, ALL
GOVERNMENT PERMITS, INCLUDING BUT NOT LIMITED TO HEALTH, SAFETY AND
ENVIRONMENTAL PERMITS, NECESSARY FOR THE CONDUCT OF THE SERVICES.
14.1.9.
-TO LB'S KNOWLEDGE, LB HAS DISCLOSED, AND SHALL DISCLOSE, TO IMCLONE
ALL ENVIRONMENTAL REQUIREMENTS THAT LB IS AWARE OF OR BECOMES AWARE OF, WITHOUT
INDEPENDENT INVESTIGATION BY LB, WHICH IMCLONE MUST COMPLY WITH DURING THE USE
OF THE 5000 LITER PROCESS (EXCLUDING ANY STEPS MADE OR DEVELOPED BY IMCLONE).
14.1.10.
THE WARRANTIES CONTAINED IN THIS AGREEMENT ARE EXPRESSLY IN LIEU OF
AND EXCLUDE, AND LB HEREBY EXPRESSLY DISCLAIMS AND NEGATES, ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE,
INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS
[*****] REPRESENTS CONFIDENTIAL PORTION WHICH HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
CONFIDENTIAL TREATMENT
HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
34
FOR A PARTICULAR PURPOSE, EVEN IF THAT PURPOSE IS KNOWN TO LB.
14.2.
INDEMNIFICATION BY LB.
LB WILL INDEMNIFY, DEFEND AND HOLD HARMLESS
IMCLONE AND ITS AFFILIATES AGAINST ANY LOSS, DAMAGE, COSTS AND EXPENSES OF ANY
NATURE (INCLUDING REASONABLE FEES AND DISBURSEMENTS OF COUNSEL AND EXPERTS)
INCURRED BY IMCLONE OR ANY AFFILIATE OF IMCLONE OR ORDERED BY A COURT OF
COMPETENT JURISDICTION TO BE PAID OR PAYABLE BY IMCLONE OR ANY AFFILIATE OF
IMCLONE, TO THE EXTENT INCURRED AS THE RESULT OF (A) ANY BREACH OF THE
REPRESENTATIONS, WARRANTIES AND COVENANTS SET FORTH IN THIS AGREEMENT OR (B) ANY
CLAIMS (COLLECTIVELY, "IMCLONE CLAIMS"), ALLEGING THE USE OF LB PATENT RIGHTS,
OR THE LB INFORMATION INFRINGES OR IS ALLEGED TO INFRINGE ANY RIGHTS (INCLUDING
WITHOUT LIMITATION ANY INTELLECTUAL PROPERTY RIGHTS) OF A THIRD PARTY (WHETHER
OR NOT LB KNOWS OR OUGHT TO HAVE KNOWN OF SUCH INFRINGEMENT OR ALLEGED
INFRINGEMENT).
IT IS HEREBY AGREED THAT IMCLONE SHALL NOTIFY LB AS SOON AS IS
REASONABLY PRACTICABLE OF ANY CLAIM, ACTION OR PROCEEDINGS AND SHALL AT LB'S
COST PROVIDE LB WITH REASONABLE ASSISTANCE AND RELEVANT INFORMATION TO SUPPORT
LB TO AVOID, COMPROMISE OR DEFEND ANY SUCH CLAIM OR ACTION OR PROCEEDINGS.
FURTHER, UNLESS THE SAME CONFLICT WITH OR PREJUDICE IMCLONE'S PROPER BUSINESS
INTERESTS OR MIGHT REASONABLY BE EXPECTED TO DO SO IMCLONE SHALL AT LB'S COST
TAKE SUCH ACTION AS LB MAY REASONABLY AND PROPERLY REQUIRE TO AVOID, COMPROMISE
OR DEFEND ANY SUCH CLAIM OR ACTION OR PROCEEDINGS.
NOTHING CONTAINED IN THIS
SECTION 14.2 SHALL OBLIGE IMCLONE TO TAKE ANY ACTION OR STEPS IN ITS OWN NAME IN
DEFENDING ANY CLAIM, ACTION OR PROCEEDINGS.
THE PROVISIONS OF THIS SECTION 14.2
SHALL BE IMCLONE'S SOLE AND EXCLUSIVE REMEDY, OTHER THAN CONTRACTUAL REMEDIES
EXPRESSLY SET FORTH HEREIN, IN CONNECTION WITH THE MATTERS DESCRIBED IN CLAUSES
(A) AND (B)