Indemnification by Arena. Arena will indemnify and hold harmless Fujisawa and its Affiliates, employees, officers, directors, shareholders and agents (an "Fujisawa Indemnified Party") from and against all liability, loss, damages, costs and expenses (including reasonable attorneys' fees) which Fujisawa Indemnified Party may incur, suffer or be required to pay resulting from or arising in connection with (i) the breach by Arena of any agreement, covenant, representation or warranty of Arena obtained in this Agreement, or (ii) negligence or omission of Arena.
Indemnification by Arena. Subject to the terms and conditions of this Agreement, Arena will indemnify and hold harmless UT, its Affiliates and their respective officers, directors, managers, employees, agents, successors and permitted assigns (collectively, the “UT Indemnified Parties”) against and in respect of any Damages suffered or incurred by any UT Indemnified Party resulting from or arising out of any of the following:
(i) any breach or inaccuracy of any representation or warranty of Arena contained in Section 4.1 or in any Related Agreement as of the date of this Agreement or as of the Closing Date as though made on and as of the Closing Date (except to the extent expressly made as of a specified date, in which case as of such date);
(ii) any breach of or failure to perform any covenant, agreement or obligation of Arena in this Agreement or in any Related Agreement;
(iii) any Excluded Liabilities; or
(iv) any common law fraud in connection with this Agreement or any Related Agreement.
Indemnification by Arena. Arena will indemnify and hold harmless Lilly and its Affiliates, employees, officers, directors, shareholders and agents (an "Lilly Indemnified Party") from and against all liability, loss, damages, costs and expenses (including reasonable attorneys' fees) which Lilly Indemnified Party may incur, suffer or be required to pay resulting from or arising in connection with (i) the breach by Arena of any agreement, covenant, representation or warranty of Arena obtained in this Agreement, or (ii) negligence or omission of Arena in performing its obligations under this Agreement.
Indemnification by Arena. Arena will indemnify and hold harmless TaiGen and its Affiliates, TaiGen's Licensees, employees, officers, directors, shareholders and agents (an "TaiGen Indemnified Party") from and against all liability, loss, damages, costs and expenses (including reasonable attorneys' fees) which TaiGen Indemnified Party may incur, suffer or be required to pay resulting from or arising in connection with (i) the breach by Arena of any agreement, covenant, representation or warranty of Arena obtained in this Agreement, or (ii) negligence or omission of Arena.
Indemnification by Arena. Arena will indemnify and hold harmless SS Pharmaceutical and its Affiliates, employees, officers, directors, shareholders and agents (an "SS Pharmaceutical Indemnified Party") from and against all liability, loss, damages, costs and expenses (including reasonable attorneys' fees) which SS Pharmaceutical Indemnified Party may incur, suffer or be required to pay resulting from or arising in connection with (i) the breach by Arena of any covenant, representation or warranty of Arena obtained in this Agreement, or (ii) the successful enforcement by SS Pharmaceutical Indemnified Party of any of the foregoing.
Indemnification by Arena. Arena will indemnify and hold harmless ICI and its Affiliates, employees, officers, directors, shareholders and agents (an "ICI Indemnified Party") from and against all liability, loss, damages, costs and expenses (including reasonable attorneys' fees) which an ICI Indemnified Party may incur, suffer or be required to pay resulting from or arising in connection with (i) the breach by Arena of any agreement, covenant, representation or warranty of Arena contained in this Agreement, or (ii) negligence or omission of Arena.
Indemnification by Arena. Arena will indemnify and hold harmless Taisho and its Affiliates, Taisho's Licensees, employees, officers, directors, shareholders and agents (an "Taisho Indemnified Party") from and against all liability, loss, damages, costs and expenses (including reasonable attorneys' fees) which Taisho Indemnified Party may incur, suffer or be required to pay resulting from or arising in connection with (i) the 18 CONFIDENTIAL TREATMENT REQUESTED breach by Arena of any agreement, covenant, representation or warranty of Arena obtained in this Agreement, (ii) negligence or omission of Arena or (iii) the activities taken by Arena on behalf of Taisho in accordance with the provisions of Article III of this Agreement.
Indemnification by Arena. Arena will indemnify and hold harmless Neurocrine and its Affiliates, employees, officers, directors, shareholders and agents (an "Neurocrine Indemnified Party") from and against all liability, loss, damages, costs and expenses (including reasonable attorneys' fees) which Neurocrine Indemnified Party may incur, suffer or be required to pay resulting from or arising in connection with (i) the breach by Arena of any agreement, covenant, representation or warranty of Arena obtained in this Agreement, or (ii) the successful enforcement by a Neurocrine Indemnified Party of any of the foregoing.
Indemnification by Arena. Arena shall indemnify and hold harmless the Company, its directors, officers, employees and agents, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, employees and agents of each such controlling Person, to the fullest extent permitted by applicable law, from and against all Losses arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, to the extent, but only to the extent, that (i) such untrue statements or alleged untrue statements or omissions or alleged omissions are based upon information regarding Arena furnished in writing to the Company expressly for use therein, or to the extent that such information relates to Arena or Arena’s proposed method of distribution of the Shares and was reviewed and approved in writing by Arena expressly for use in the Registration Statement, such prospectus or such form of prospectus or in any amendment or supplement thereto or (ii) in the case of an occurrence of an event of the type specified in Section 1.2(c), the use by Arena of an outdated or defective prospectus after the Company has notified Arena in writing that the prospectus is outdated or defective. In no event shall the liability of Arena hereunder be greater than the amount of the net proceeds received by Arena upon the sale of the Shares giving rise to such indemnification obligation.
Indemnification by Arena. Arena hereby agrees to save, defend and hold J&J and its Affiliates and their respective directors, officers, employees and agents (each, a “J&J Indemnitee”) harmless from and against any and all claims, suits, actions, demands, liabilities, damages, expenses and/or loss, including reasonable legal expense and attorneys’ fees (collectively, “Losses”), to which any J&J Indemnitee may become subject to the extent such Losses result from any claim, demand, action or other proceeding against the J&J Indemnitee by any Third Party to the extent based upon: (i) the practice by Arena of any license granted by J&J under this Agreement, (ii) the manufacture, use, handling, storage, sale or other disposition of any Collaboration Product by Arena, its Affiliates or sublicensees (other than J&J, its Affiliates and their respective Sublicensees), or (iii) the breach by Arena of any warranty, representation, covenant or agreement made by Arena in this Agreement; except, in each case, to the extent such Losses result from the negligence or willful misconduct of any J&J Indemnitee or the breach by J&J of any warranty, representation, covenant or agreement made by J&J in this Agreement.
