By Reata. Reata will indemnify and hold BXLS, its Affiliates, BXLS’s investors and its and their respective members, officers, directors, employees and agents (the “BXLS Indemnified Parties”), harmless from any and all Losses arising or resulting from any Claims by a Third Party against any BXLS Indemnified Parties to the extent arising from (a) a Product or from the Commercialization of the Product; (b) Reata’s gross negligence or willful misconduct in performing its obligations under this Agreement; (c) Reata’s breach of this Agreement, provided that the foregoing shall not subject Reata to liability for lost revenue, profits, or other consequential damages of BXLS or its Affiliates; or (d) actual or alleged infringement of any Third Party’s Intellectual Property by the Product or by Reata in performing activities hereunder and further provided that Reata shall not have any responsibility for a Claim to the extent that any of the foregoing were caused by any BXLS Indemnified Party’s gross negligence, willful misconduct, or material breach of this Agreement; provided that Reata shall not have any responsibility for a Claim to the extent that any of the foregoing (a) through (d) were caused by any BXLS Indemnified Party’s gross negligence, willful misconduct, or material breach of this Agreement.
By Reata. Reata shall have the right to sell, transfer, assign, delegate, pledge, or otherwise dispose of, whether voluntarily, involuntarily, by operation of law or otherwise, this Agreement or any of its rights or obligations hereunder, without AbbVie’s consent, to (i) any Affiliate or (ii) any successor, whether in a merger, sale of stock, sale of assets or any other transaction, of the business to which this Agreement relates, subject to Reata’s obligations under Section 3.5, it being understood that nothing in Section 3.5 shall be deemed to Specific terms in this Exhibit have been redacted because such terms are both not material and would likely cause competitive harm to the Company if publicly disclosed. These redacted terms have been marked in this Exhibit with three asterisks [***]. preclude Reata from any Change of Control transaction, nor vest in AbbVie any right of approval of any Change of Control of Reata. With respect to an assignment to an Affiliate, Reata shall remain responsible for the performance by such Affiliate of the assigned rights and obligations hereunder. Notwithstanding anything to the contrary in this Section 11.3 or the remainder of this Agreement, Reata and any Affiliate controlled by Reata shall have all rights to do any of the following during the Term: (A) incur any indebtedness of any nature; (B) enter into any agreement pursuant to which Reata or any Affiliate controlled by Reata pledges as security for any indebtedness or any other obligation the rights granted to Reata under this Agreement, any Reata Intellectual Property, any Net Sales, any Compound or Licensed Product, or any other asset of Reata or any Affiliate controlled by Reata (and, without limiting Reata’s or its successor’s obligations under this Agreement, the foreclosure on any such security by such lender in accordance with the terms of any such indebtedness shall not, in and of itself, be deemed a breach of this Agreement); (C) conduct any equity or debt financing of any nature; or (D) enter into any royalty factoring or other agreement pursuant to which Reata or any Affiliate controlled by Reata pays or transfers to a Third Party a royalty or other payment based upon the development or sale of any Compound, Licensed Product, or other asset of Reata or any Affiliate controlled by Reata.
