Common use of By Zai Clause in Contracts

By Zai. Zai shall indemnify and hold harmless Xxxxxxxx, its Affiliates, and their directors, officers, employees and agents (individually and collectively, the “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 (individually and collectively, “Claims”) arising after the Effective Date to the extent arising from (a) the Exploitation of the Products in the Territory, including the promotion of a Product and product liability claims relating to the Product, or any actions (or omissions) in the performance of its regulatory activities, in each case by Zai or any of its Affiliates or Sublicensees, (b) the gross negligence, illegal conduct or willful misconduct of Zai or any of its Affiliates or Sublicensees, (c) Zai’s breach of any of its representations, warranties or covenants made in or pursuant to this Agreement or any covenants or obligations set forth in or entered into pursuant to this Agreement, or (d) Xxxxxxxx holding any Regulatory Approval for any Product for Zai’s benefit in accordance with Section 6.1, in each case of clauses (a) through (d) above except to the extent such Losses arise from, are based on, or result from any activity or occurrence for which Xxxxxxxx and Xxxxxxxx Parent are obligated to indemnify the Zai Indemnitees under Section 12.2.

By Zai. Zai shall indemnify and hold harmless XxxxxxxxFive Prime, [***], its and their Affiliates, and their respective directors, officers, employees and agents (individually and collectively, the “Xxxxxxxx Five Prime 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 Party, including by the CFDA or any other Regulatory Authority with jurisdiction in the Territory, (individually and collectively, “ClaimsLosses”) arising after the Effective Date to the extent arising from (a) the Exploitation Development, manufacture or Commercialization of the Licensed Antibody or Licensed Products in by or on behalf of Zai or any of its Affiliates or sublicensees (including actions related to Zai’s role as the Territoryauthorized regulatory agent of record for Five Prime pursuant to this Agreement), including the promotion of a Product and product liability claims relating to the Productclaims, or any (b) Zai’s actions (or omissions) in the performance of its regulatory activitiesobligations with respect to Regulatory Submissions and interactions with Regulatory Authorities, in each case by Zai or any case, as an agent of its Affiliates or SublicenseesFive Prime in the Territory, (bc) the gross negligence, illegal conduct negligence or willful misconduct of Zai or any of its Affiliates or Sublicenseessublicensees, (cd) Zai’s breach of any of its representations, representations or warranties or covenants made in or pursuant to this Agreement or any covenants or obligations set forth in or entered into pursuant to this Agreement, or (de) Xxxxxxxx holding failure of Zai or its Affiliates or sublicensees to abide by any Regulatory Approval for any Product for Zai’s benefit in accordance with Section 6.1Applicable Laws, in each case of clauses (a) through (de) above above, except to the extent such Losses arise fromout of an Five Prime Indemnitee’s negligence or willful misconduct, are based onbreach of this Agreement, or result from material failure to abide by any activity or occurrence for which Xxxxxxxx and Xxxxxxxx Parent are obligated to indemnify the Zai Indemnitees under Section 12.2Applicable Laws.

By Zai. Zai shall indemnify and hold harmless XxxxxxxxTPTX, its Affiliates, and their directors, officers, employees and agents (individually and collectively, the “Xxxxxxxx TPTX 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 (individually and collectively, “Claims”) arising after the Effective Date to the extent arising from (a) the Exploitation Development, packaging or labeling, Manufacture (after the Manufacturing Technology Transfer), use and Commercialization of the Products in the Territory, including (b) the promotion packaging or labeling of a Product and product liability claims relating to the Product, or any actions (or omissions) in Products outside the performance of its regulatory activities, in each case by Zai or any of its Affiliates or SublicenseesTerritory, (bc) the gross negligence, 231245765 v3 illegal conduct or willful misconduct of Zai or any of its Affiliates or Sublicensees, (cd) Zai’s breach of any of its representations, warranties or covenants made in or pursuant to this Agreement or any covenants or obligations set forth in or entered into pursuant to this Agreement, or (de) Xxxxxxxx TPTX holding any Regulatory Approval for any Product for Zai’s benefit in accordance with Section 6.1, in each case of clauses (a) through (de) above except to the extent such Losses arise from, are based on, or result from any activity or occurrence for which Xxxxxxxx and Xxxxxxxx Parent are TPTX is obligated to indemnify the Zai Indemnitees under Section 12.2.

By Zai. Zai shall indemnify and hold harmless XxxxxxxxKaruna, its Affiliates, and their directors, officers, employees and agents (individually and collectively, the “Xxxxxxxx Karuna 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 (individually and collectively, “Claims”) arising after the Effective Date to the extent arising from (a) the Exploitation of the Products Licensed Product in the Licensed Territory, including the promotion of a the Licensed Product and product liability claims relating to the Product, or any actions (or omissions) in the performance of its regulatory activities, in each case by Zai or any of its Affiliates Affiliates, Sublicensees, or SublicenseesSubcontractors, (b) the gross negligence, illegal conduct or willful misconduct of Zai or any of its Affiliates or Sublicensees, (c) Zai’s breach of any of its representations, warranties or covenants made in or pursuant to this Agreement or any covenants or obligations set forth in or entered into pursuant to this Agreement, or (d) Xxxxxxxx Karuna holding any Regulatory Approval Approval, Regulatory Submission or pricing and reimbursement approval for any the Licensed Product for ZaiXxx’s benefit in accordance with Section 6.15.1, in each case of clauses (a) through (d) above except to the extent such Losses arise from, are based on, or result from any activity or occurrence for which Xxxxxxxx and Xxxxxxxx Parent are Karuna is obligated to indemnify the Zai Indemnitees under Section 12.211.2.

By Zai. Zai shall indemnify and hold harmless XxxxxxxxNVCR, its Affiliates, and their respective directors, officers, employees and agents (individually and collectively, the “Xxxxxxxx NVCR 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 Party, including by the NMPA or any other Regulatory Authority with jurisdiction in the Territory, (individually and collectively, “Claims”) arising after the Effective Date to the extent arising from (a) the Exploitation of the Products in the Territory, including the promotion of a Product and product liability claims relating to the Product, or any Zai’s actions (or omissions) in the performance of its regulatory activitiesobligations with respect to Regulatory Submissions and interactions with Regulatory Authorities, in each case case, as an agent of 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 (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. 39 claims relating to the Licensed Product, by Zai or any of its Affiliates or Sublicensees, (b) the gross negligence, illegal conduct or willful misconduct [***] of Zai or any of its Affiliates or Sublicenseessublicensees, or (c) Zai’s breach of any of its representations, representations or warranties or covenants made in or pursuant to this Agreement or any covenants or obligations set forth in or entered into pursuant to this Agreement, or (d) Xxxxxxxx holding any Regulatory Approval for any Product for Zai’s benefit in accordance with Section 6.1, in each case of clauses (a) through (dc) above above, except to the extent such Losses or Claims arise fromout of an NVCR Indemnitee’s negligence or willful misconduct, are based onbreach of this Agreement, or result from material failure to abide by any activity or occurrence for which Xxxxxxxx and Xxxxxxxx Parent are obligated to indemnify the Zai Indemnitees under Section 12.2Applicable Laws.

By Zai. Zai shall indemnify and hold harmless XxxxxxxxNVCR, its Affiliates, and their respective directors, officers, employees and agents (individually and collectively, the “Xxxxxxxx NVCR 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 Party, including by the NMPA or any other Regulatory Authority with jurisdiction in the Territory, (individually and collectively, “Claims”) arising after the Effective Date to the extent arising from (a) the Exploitation of the Products in the Territory, including the promotion of a Product and product liability claims relating to the Product, or any Zai’s actions (or omissions) in the performance of its regulatory activitiesobligations with respect to Regulatory Submissions and interactions with Regulatory Authorities, in each case case, as an agent of 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, (b) the gross negligence, illegal conduct or willful misconduct [***] of Zai or any of its Affiliates or Sublicenseessublicensees, or (c) Zai’s breach of any of its representations, representations or warranties or covenants made in or pursuant to this Agreement or any covenants or obligations set forth in or entered into pursuant to this Agreement, or (d) Xxxxxxxx holding any Regulatory Approval for any Product for Zai’s benefit in accordance with Section 6.1, in each case of clauses (a) through (dc) above above, except to the extent such Losses or Claims arise fromout of an NVCR Indemnitee’s negligence or willful misconduct, are based onbreach of this Agreement, or result from material failure to abide by any activity or occurrence for which Xxxxxxxx and Xxxxxxxx Parent are obligated to indemnify the Zai Indemnitees under Section 12.2Applicable Laws.

By Zai. Zai shall indemnify and hold harmless XxxxxxxxDeciphera, its Affiliates, and their directors, officers, employees and agents (individually and collectively, the “Xxxxxxxx Deciphera 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 (individually and collectively, “ClaimsLosses”) arising after the Effective Date to the extent arising from (a) the Exploitation packaging, having packaged, Development, and Commercialization of the Products Licensed Product in the Territory, including the promotion of a Licensed Product and product liability claims relating to the Licensed Product, or any actions (or omissions) in the performance of its regulatory activities, in each case by Zai or any of its Affiliates or Sublicensees, (b) the packaging and having packaging of the Licensed Product [***] (including any and all activities relating to or support such packaging and having packaging); (c) the gross negligence, illegal conduct or willful misconduct of Zai or any of its Affiliates or Sublicensees, (cd) Zai’s breach of any of its representations, warranties or covenants made in or pursuant to this Agreement or any covenants or obligations set forth in or entered into pursuant to this Agreement, Agreement or (de) Xxxxxxxx holding any Regulatory Approval for any Product for Zai’s benefit [***] in accordance with Section 6.1[***], in each case of clauses (a) through (de) above except to the extent such Losses arise from, are based on, or result from any activity or occurrence for which Xxxxxxxx and Xxxxxxxx Parent are Deciphera is obligated to indemnify the Zai Indemnitees under Section 12.213.2.