By Abingworth Sample Clauses

By Abingworth. Abingworth will indemnify and hold CymaBay, its Affiliates and its and their respective officers, directors, employees and agents (the “CymaBay Indemnified Parties”) harmless from any and all Losses arising or resulting from any Claims by a Third Party against any CymaBay Indemnified Parties to the extent arising from Abingworth’s material breach of this Agreement; except to the extent caused by (i) the gross negligence or willful misconduct of any CymaBay Indemnified Party, or (ii) a material breach of this Agreement by CymaBay.
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By Abingworth. In the event that Abingworth terminates this Agreement pursuant to clause (iii) or (iv) of this Section 13.3.1.1, CymaBay will pay Abingworth within sixty (60) days of the date of termination, an amount equal to the full MoIC Development Costs paid by Abingworth prior to the effective date of such termination, reduced by the amount of any Success Payments previously paid by CymaBay.
By Abingworth. In the event that Abingworth terminates this Agreement pursuant to this Section 13.3.1.2, (i) Abingworth will no longer be required to fund Development Costs hereunder and (ii) CymaBay will pay Abingworth within sixty (60) days of the date of termination, an amount equal to two hundred percent (200%) of the Development Costs paid by Abingworth prior to the effective date of such termination. In the event that Abingworth terminates this Agreement pursuant to this Section 13.3.1.2, if CymaBay elects to continue Development of the Product and achieves the Success Payment Trigger following such termination, CymaBay will remain obligated to pay to Abingworth the Success Payments that become due and payable pursuant to Article 6 at such time that such payments become due and payable (if ever) pursuant to Article 6, provided that such Success Payments will be adjusted as set forth in Section 6.2 and reduced by the amount previously paid to Abingworth as set forth in this Section 13.3.1.2.

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