Indemnification by Astellas. Astellas agrees to defend, indemnify and hold harmless Ambit and its Affiliates, sublicensees and subcontractors, and its and each of their respective directors, officers, employees, and agents (collectively the “Ambit Indemnified Parties”) from and against any and all Losses resulting from all Third Party Claims against any Ambit Indemnified Party arising from or based on: (a) a breach of Astellas’s representations and warranties contained in Section 5.1 or any of its covenants or other obligations under this Agreement; or (b) the Exploitation of any Licensed Compound or Product by or on behalf of Astellas or any of its Related Parties or subcontractors, but excluding any Collaboration Program Activities; or (c) the use or practice by Astellas or its Related Parties or subcontractors of Ambit Technology or Ambit Program Technology outside the scope of the licenses granted in Section 3.1.1; or (d) the negligent or willfully wrongful actions or omissions of Astellas, any of its Related Parties or subcontractors (excluding Ambit, its Affiliates, and sublicensees as licensees or sublicensees of Ambit hereunder), or the officers, directors, employees, or agents of Astellas or any of its Related Parties or subcontractors; or (e) any violation of Applicable Law by Astellas or any of its Related Parties or subcontractors (excluding Ambit, its Affiliates and sublicensees as licensees or sublicensees of Astellas hereunder), or the officers, directors, employees, or agents of Astellas or any of its Related Parties or subcontractors; provided that such indemnification and defense obligation shall not apply to the extent that such Losses either (i) are the subject of an indemnification obligation by Ambit under Section 7.1(a), (c), (d), or (e) or Section 7.1.2, or (ii) result from or were caused by the negligent or willfully wrongful actions or omissions of an Ambit Indemnified Party, as to which Losses with respect to each of clauses (a), (c), (d) and (e) of this Section 7.2 each Party shall indemnify the other to the extent of their respective liability for such Losses.
Indemnification by Astellas. Astellas shall indemnify and hold Pandion, its Affiliates, and their respective officers, directors, agents and employees (“Pandion Indemnitees”) harmless from and against any Third Party Claims arising under or related to this Agreement against them to the extent arising or resulting from:
(a) the Research, Development, Manufacture or Commercialization of the Compounds, Licensed Compounds and/or Licensed Products by Astellas or any of its Affiliates, licensees, sublicensees, distributors or contractors; or
(b) the gross negligence, recklessness or willful misconduct of any of the Astellas Indemnitees; or
(c) the material breach of any of the warranties or representations made by Astellas to Pandion under this Agreement; or
(d) any material breach by Astellas of its obligations pursuant to this Agreement; except in each case, to the extent such Third Party Claims result from the material breach by any Pandion Indemnitee of any covenant, representation, warranty or other agreement made by Pandion in this Agreement or the gross negligence, recklessness or willful misconduct of any Pandion Indemnitee.
Indemnification by Astellas. Astellas hereby agrees to save, defend and hold Vical and its Affiliates and their respective directors, officers, employees and agents (each, a “Vical Indemnitee”) harmless from and against any and all Losses to which any Vical Indemnitee may become subject as a result of any claim, demand, action or other proceeding by any Third Party to the extent such Losses arise directly or indirectly out of: (a) the gross negligence or willful misconduct of any Astellas Indemnitee with respect to any obligations or activities contemplated by this Agreement, or (b) the breach by Astellas of any warranty, representation, covenant or agreement made by Astellas in this Agreement; except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Vical Indemnitee or the breach by Vical of any warranty, representation, covenant or agreement made by Vical in this Agreement.
Indemnification by Astellas. Astellas hereby agrees to save, defend and hold Vical and its Affiliates and its and their respective directors, officers, employees and agents (each, a “Vical Indemnitee”) harmless from and against any and all Losses to which any Vical Indemnitee may become subject as a result of any claim, demand, action or other proceeding by any Third Party to the extent such Losses arise directly or indirectly out of: (a) the development, manufacture, use, handling, storage, sale or other disposition of any Product in the Territory by Astellas or any of its Sublicensees, (b) the gross negligence or willful misconduct of any Astellas Indemnitee with respect to any obligations or activities contemplated by this Agreement, or (c) the breach by Astellas of any warranty, representation, covenant or agreement made by Astellas in this Agreement; except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Vical Indemnitee or the breach by Vical of any warranty, representation, covenant or agreement made by Vical in this Agreement.
Indemnification by Astellas. Astellas will indemnify, defend and hold harmless Ironwood, its Affiliates, sublicensees, distributors and each of its and their respective employees, officers, directors and agents (each, an “Ironwood Indemnified Party”) from and against any and all Liabilities that the Ironwood Indemnified Party is required to pay to one or more Third Parties, and all reasonable attorney’s fees and expenses incurred by an Ironwood Indemnified Party in connection therewith, to the extent resulting from or arising out of (i) any Astellas representation or warranty set forth in this Agreement being untrue in any material respect, (ii) any material breach by Astellas of any of its covenants or obligations hereunder, and
Indemnification by Astellas. Astellas shall defend, indemnify, and hold Aquinox, its Affiliates and Aquinox’s and its Affiliates’ officers, directors, employees, and agents (the “Aquinox Indemnitees”) harmless from and against any and all Claims to the extent that such Claims arise out of, are based on, or result from (a) the Development, Manufacture or Commercialization of, or the Medical Affairs activities conducted with respect to, any Product by Astellas or its Affiliates, or its or their Sublicensees, contractors, or distributors (the “Astellas Group”); (b) a breach of any of Astellas’ representations, warranties, covenants or obligations under this Agreement; or (c) the willful misconduct or negligent acts of any Astellas Indemnitee. The foregoing indemnity obligation shall not apply to the extent that (i) the Aquinox Indemnitees fail to comply with the indemnification procedures set forth in Section 13.3 and Astellas’ defense of the relevant Claims is prejudiced by such failure, or (ii) to the extent that any Claim arises from, is based on, or results from (A) the Development, Manufacture, or Commercialization of, or the Medical Affairs activities conducted with respect to, any Product by any member of the Aquinox Group; (ii) a breach of any of Aquinox’s representations, warranties, and obligations under this Agreement; or (iii) the willful misconduct or negligent acts of any Aquinox Indemnitee.
Indemnification by Astellas. Subject to Section 13.2 and ARTICLE 14, Astellas shall indemnify, defend and hold FibroGen, and FibroGen’s directors, officers, employees and agents (the “FibroGen Indemnitee(s)”) harmless from and against all losses, damages, liabilities, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) (collectively, the “Losses”) incurred by FibroGen Indemnitees to the extent such Losses arise out of or result from any claim, lawsuit or other action or threat by a Third Party arising out of Astellas’ gross negligence, willful misconduct, failure to comply with applicable law, or material breach of this Agreement (including all representations, warranties and covenants set forth herein), the Quality Agreement and/or any Purchase Orders hereunder that result from a willful act or omission by an Astellas Indemnitee, except to the extent any such Loss arises out of or results from a FibroGen Indemnitee’s gross negligence, willful misconduct, or breach of this Agreement (including all representations, warranties and covenants set forth herein), the Quality Agreement and/or any Purchase Orders hereunder.
Indemnification by Astellas. Astellas shall indemnify and hold Cytokinetics, its Affiliates, and their respective officers, directors, agents and employees (“Cytokinetics Indemnitees”) harmless from and against any Claims arising under or related to this Agreement against them to the extent arising or resulting from:
(a) the Development, Manufacture, Commercialization or Medical Affairs Activities of Tirasemtiv and/or Product by Astellas or any of its Affiliates, licensees, sublicensees, distributors or contractors; or
(b) the negligence, recklessness or willful misconduct of any of the Astellas Indemnitees; or
(c) the breach of any of the warranties or representations made by Astellas to Cytokinetics under this Agreement; or
(d) any breach by Astellas of its obligations pursuant to this Agreement; except in each case, to the extent such Claims result from the breach by any Cytokinetics Indemnitee of any covenant, representation, warranty or other agreement made by Cytokinetics in this Agreement or the negligence, recklessness or willful misconduct of any Cytokinetics Indemnitee. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
Indemnification by Astellas. Subject to Section 12.04, ASTELLAS shall defend, indemnify and hold harmless (collectively, “Indemnify”) THERAVANCE and its Affiliates, sublicensees and distributors and all of the foregoing entities’ officers, directors, shareholders, employees, agents, successors and assigns from and against all Claims of Third Parties, and all associated Losses, to the extent arising out of (a) ASTELLAS’ or its Affiliates’ negligence or willful misconduct in performing any of their obligations under this Agreement, (b) a breach by ASTELLAS (or its Affiliates) of any of their representations, warranties, covenants or agreements under this Agreement, or (c) the manufacture, use, handling, storage, marketing, sale, distribution or other disposition of the API Compound, the THERAVANCE Compound or Licensed Product by ASTELLAS, its Affiliates, agents, sublicensees or distributors. In addition, this Indemnification obligation applies to ASTELLAS Employee Claims as provided for in Section 5.06. The obligation to Indemnify under this Section 12.01 shall not apply to the extent of any Claims and associated Losses resulting from a cause listed in Section 12.02(a)-(c) or in the second sentence of Section 12.02. [*]=CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
Indemnification by Astellas. Astellas shall indemnify, hold harmless and defend Frequency and its Affiliates, and their respective directors, officers, consultants, agents, contractors and employees (the “Frequency Indemnitees”) from and against any and all Losses, to the extent that such Losses arise out of (a) any breach of this Agreement by Astellas (including any breach by Astellas of its obligations under Section 2.06(c) (Existing In-License Agreements)), (b) subject to clause d of Section 14.01 (Indemnification by Frequency), the Development, Manufacture or Commercialization of any Licensed Product by or on behalf of any Astellas Entity or (c) the gross negligence or willful misconduct of any Astellas Indemnitee. Notwithstanding the foregoing, Astellas shall not have any obligation to indemnify the Frequency Indemnitees to the extent that the applicable Losses arise out of the negligence or willful misconduct of any Frequency Indemnitee or any breach of this Agreement by Frequency.
