Indemnification by Acucela Clause Samples

Indemnification by Acucela. Acucela hereby agrees to save, defend, indemnify and hold harmless YouHealth, its Affiliates, its and their respective officers, directors, agents, employees, successors and assigns (the “YouHealth Indemnitees”), from and against any and all losses, damages, liabilities, expenses and costs, including reasonable legal expense and attorneys’ fees (“Losses”), to which any YouHealth Indemnitee may become subject as a result of any claim, demand, action or other proceeding by any Third Party (each, a “Claim”) to the extent such Losses arise out of or relate to: (a) the development, manufacture, use, handling, storage, sale, offer for sale, import or other disposition by or on behalf of Acucela, its Affiliates or Sublicensees of Compound or Products, or any other exercise of (i) the Acucela R&D License by or on behalf of Acucela or its Affiliates or (ii) the License by or on behalf of Acucela, its Affiliates or Sublicensees; (b) the gross negligence or willful misconduct of any Acucela Indemnitee (defined below); or (c) the breach by Acucela of any warranty, representation or covenant made by Acucela in this Agreement; 46. [†] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any YouHealth Indemnitee or the breach by YouHealth of any warranty, representation or covenant made by YouHealth in this Agreement.