By Rigel. Rigel hereby agrees to indemnify, defend and hold harmless ATI, its Affiliates and its and their directors, officers, agents and employees (collectively, “ATI Indemnitees”) from and against any and all liability, loss, damage or expense (including without limitation reasonable attorneys’ fees) (collectively, “Losses”) they may suffer as the result of Third-Party claims, demands and actions (collectively, “Third-Party Claims”) arising out of or relating to any breach of a representation or warranty made by Rigel under Article 7, except to the extent of any Losses (i) attributable to the gross negligence or intentional misconduct of any ATI Indemnitee, or (ii) for which ATI is required to Indemnify Rigel pursuant to Section 8.2.
By Rigel. Rigel may terminate its co-development of any Co-Developed Product in any country in the applicable Co-Developed Territory, by giving Daiichi [*] prior written notice of such termination. Rigel shall remain responsible for its share of Development Costs for such Co-Developed Product in such country until the effective date of such termination. If, at the time of such notice, there are no [*] for such Product in such country, then such termination effective date shall be [*] after Daiichi’s receipt of such notice. If, at the time of such notice, there is [*] for such Product in such country, then such termination effective date shall be [*], provided that, commencing [*] after Daiichi’s receipt of such notice, Rigel shall only be responsible for its share of those Development Costs that are incurred in the course of [*]. Rigel shall make its personnel and other resources available to Daiichi as necessary to effect an orderly transition of development responsibilities by the termination effective date. Thereafter, such country shall no longer be part of the Co-Developed Territory for such product and, if no countries remain in such Co-Developed Territory, then such product shall cease to be a Co-Developed Product. If Rigel elects to terminate its co-development of a Co-Developed Product in a particular country in the applicable Co-Developed Territory, then it may not recommence co-development of such Product in such country [*]. In addition, Rigel shall not receive any refund of its net (after Daiichi pays any amounts due pursuant to Section 5.11(c)) co-development expenditures for such Co-Developed Product in such country. Furthermore, Rigel shall not retain the right provided for in Section 4.3(a) in the territory in which termination occurred with respect to such former Co- Developed Product.
By Rigel. During the applicable Co-Promotion Period, Rigel may terminate its co-promotion of any Co-Promoted Product in any country in the applicable Co-Promoted Territory, by giving Daiichi [*] prior written notice of such termination. Rigel shall remain responsible for the Sales Representative Efforts for such Co-Promoted Product in such country until the effective date of such termination, which shall be [*] after Daiichi’s receipt of such notice. Thereafter, such country shall no longer be part of the Co-Promoted Territory for such product and, if no countries remain in such Co-Promoted Territory, then such product shall cease to be a Co-Promoted Product. If Rigel elects to terminate its co-promotion of a Co-Promoted Product in a particular country in the applicable Co-Promoted Territory, then it may not recommence co-promotion of such Product in such country [*].
