Common use of By Zai Clause in Contracts

By Zai. Zai shall indemnify and hold harmless Five Prime, [***], its and their Affiliates, and their respective directors, officers, employees and agents (individually and collectively, the “Five Prime Indemnitee(s)”) from and against all losses, liabilities, damages and expenses (including reasonable attorneys’ fees and costs) incurred in connection with any claims, demands, actions or other proceedings by any Third Party, including by the CFDA or any other Regulatory Authority with jurisdiction in the Territory, (individually and collectively, “Losses”) to the extent arising from (a) the Development, manufacture or Commercialization of the Licensed Antibody or Licensed Products by or on behalf of Zai or any of its Affiliates or sublicensees (including actions related to Zai’s role as the authorized regulatory agent of record for Five Prime pursuant to this Agreement), including product liability claims, (b) Zai’s actions (or omissions) in the performance of its obligations with respect to Regulatory Submissions and interactions with Regulatory Authorities, in each case, as an agent of Five Prime in the Territory, (c) the negligence or willful misconduct of Zai or its Affiliates or sublicensees, (d) Zai’s breach of any of its representations or warranties made in or pursuant to this Agreement or any covenants or obligations set forth in or entered into pursuant to this Agreement, or (e) failure of Zai or its Affiliates or sublicensees to abide by any Applicable Laws, in each case of clauses (a) through (e) above, except to the extent such Losses arise out of an Five Prime Indemnitee’s negligence or willful misconduct, breach of this Agreement, or material failure to abide by any Applicable Laws.

By Zai. Zai shall indemnify and hold harmless Five Prime, [***]Xxxxxxxx, its and their Affiliates, and their respective directors, officers, employees and agents (individually and collectively, the “Five Prime Xxxxxxxx Indemnitee(s)”) from and against all losses, liabilities, damages and expenses (including reasonable attorneys’ fees and costs) (individually and collectively, “Losses”) incurred by them in connection with any claims, demands, actions or other proceedings by any Third Party, including by the CFDA or any other Regulatory Authority with jurisdiction in the Territory, Party (individually and collectively, “LossesClaims”) arising after the Effective Date to the extent arising from (a) the Development, manufacture or Commercialization Exploitation of the Licensed Antibody or Licensed Products by or on behalf in the Territory, including the promotion of Zai a Product and product liability claims relating to the Product, or any of its Affiliates or sublicensees (including actions related to Zai’s role as the authorized regulatory agent of record for Five Prime pursuant to this Agreement), including product liability claims, (b) Zai’s actions (or omissions) in the performance of its obligations with respect to Regulatory Submissions and interactions with Regulatory Authoritiesregulatory activities, in each case, as an agent case by Zai or any of Five Prime in the Territoryits Affiliates or Sublicensees, (cb) the negligence gross negligence, illegal conduct or willful misconduct of Zai or any of its Affiliates or sublicenseesSublicensees, (dc) Zai’s breach of any of its representations representations, warranties or warranties covenants made in or pursuant to this Agreement or any covenants or obligations set forth in or entered into pursuant to this Agreement, or (ed) failure of Zai or its Affiliates or sublicensees to abide by Xxxxxxxx holding any Applicable LawsRegulatory Approval for any Product for Zai’s benefit in accordance with Section 6.1, in each case of clauses (a) through (ed) above, above except to the extent such Losses arise out of an Five Prime Indemnitee’s negligence or willful misconductfrom, breach of this Agreementare based on, or material failure result from any activity or occurrence for which Xxxxxxxx and Xxxxxxxx Parent are obligated to abide by any Applicable Lawsindemnify the Zai Indemnitees under Section 12.2.

By Zai. Zai shall indemnify and hold harmless Five Prime, [***]NVCR, its and their Affiliates, and their respective directors, officers, employees and agents (individually and collectively, the “Five Prime NVCR Indemnitee(s)”) from and against all losses, liabilities, damages and expenses (including reasonable attorneys’ fees and costs) (individually and collectively, “Losses”) incurred in connection with any claims, demands, actions or other proceedings by any Third Party, including by the CFDA NMPA or any other Regulatory Authority with jurisdiction in the Territory, (individually and collectively, “LossesClaims”) to the extent arising from (a) the Development, manufacture or Commercialization of the Licensed Antibody or Licensed Products by or on behalf of Zai or any of its Affiliates or sublicensees (including actions related to Zai’s role as the authorized regulatory agent of record for Five Prime pursuant to this Agreement), including product liability claims, (b) Zai’s actions (or omissions) in the performance of its obligations with respect to Regulatory Submissions and interactions with Regulatory Authorities, in each case, as an agent of Five Prime NVCR in the Territory, other Development and/or Commercialization activities, including the promotion, selling, storing, handling and/or distribution of a Licensed Product and product liability CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED WITH [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (cI) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. 39 EXHIBIT 10.15 CONFIDENTIAL claims relating to the Licensed Product, by Zai or any of its Affiliates or Sublicensees, (b) the negligence or willful misconduct [***] of Zai or its Affiliates or sublicensees, or (dc) Zai’s breach of any of its representations or warranties made in or pursuant to this Agreement or any covenants or obligations set forth in or entered into pursuant to this Agreement, or (e) failure of Zai or its Affiliates or sublicensees to abide by any Applicable Laws, in each case of clauses (a) through (ec) above, except to the extent such Losses or Claims arise out of an Five Prime NVCR Indemnitee’s negligence or willful misconduct, breach of this Agreement, or material failure to abide by any Applicable Laws.

By Zai. Zai shall indemnify and hold harmless Five Prime, [***]NVCR, its and their Affiliates, and their respective directors, officers, employees and agents (individually and collectively, the “Five Prime NVCR Indemnitee(s)”) from and against all losses, liabilities, damages and expenses (including reasonable attorneys’ fees and costs) (individually and collectively, “Losses”) incurred in connection with any claims, demands, actions or other proceedings by any Third Party, including by the CFDA NMPA or any other Regulatory Authority with jurisdiction in the Territory, (individually and collectively, “LossesClaims”) to the extent arising from (a) the Development, manufacture or Commercialization of the Licensed Antibody or Licensed Products by or on behalf of Zai or any of its Affiliates or sublicensees (including actions related to Zai’s role as the authorized regulatory agent of record for Five Prime pursuant to this Agreement), including product liability claims, (b) Zai’s actions (or omissions) in the performance of its obligations with respect to Regulatory Submissions and interactions with Regulatory Authorities, in each case, as an agent of Five Prime NVCR in the Territory, other Development and/or Commercialization activities, including the promotion, selling, storing, handling and/or distribution of a Licensed Product and product liability claims relating to the Licensed Product, by Zai or any of its Affiliates or Sublicensees, (cb) the negligence or willful misconduct [***] of Zai or its Affiliates or sublicensees, or (dc) Zai’s breach of any of its representations or warranties made in or pursuant to this Agreement or any covenants or obligations set forth in or entered into pursuant to this Agreement, or (e) failure of Zai or its Affiliates or sublicensees to abide by any Applicable Laws, in each case of clauses (a) through (ec) above, except to the extent such Losses or Claims arise out of an Five Prime NVCR Indemnitee’s negligence or willful misconduct, breach of this Agreement, or material failure to abide by any Applicable Laws.