Common use of Indemnification by Astellas Clause in Contracts

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 agrees to shall defend, indemnify indemnify, and hold harmless Ambit and Medivation, its Affiliates, sublicensees and subcontractors, distributors, licensees and its sublicensees, and each of their respective officers, directors, officers, employees, and agents agents, (collectively the “Ambit Indemnified PartiesMedivation Indemnitees”) harmless from and against any and all Losses damages or other amounts payable to a Third Party claimant, as well as any reasonable attorneys’ fees and costs of litigation incurred by such Medivation Indemnitees (collectively, “Medivation Damages”), all to the extent resulting from all any claims, suits, proceedings or causes of action brought by such Third Party Claims (collectively, “Medivation Claims”) against any Ambit Indemnified Party arising such Medivation Indemnitee that arise from or are 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 Collaboration Molecules or Product Products by or on behalf of Astellas or any its Affiliates, subcontractors, Distributors or Sublicensees for the benefit of its Related Parties or subcontractorsthe Licensed Territory, but excluding any Collaboration Program Shared Territory Activities; or (b) a breach of any of Astellas’s representations, warranties, and obligations under the Agreement; (c) the use willful misconduct or practice by grossly negligent acts of 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 subcontractors, Distributors, or sublicensees of Ambit hereunder)Sublicensees, or the officers, directors, employees, or agents of Astellas or any of its Related Parties Affiliates, subcontractors, Distributors, or subcontractorsSublicensees; or and/or (ed) any violation of Applicable Law by Astellas or any of its Related Parties or subcontractors (excluding AmbitAstellas, its Affiliates and sublicensees as licensees Affiliates, subcontractors, Distributors, or sublicensees of Astellas hereunder)Sublicensees, or the officers, directors, employees, or agents of Astellas or any of its Related Parties Affiliates, subcontractors, Distributors, or subcontractorsSublicensees; provided that such indemnification and defense obligation shall not apply to the extent that such Losses either excluding, in each case (i) are the subject of an indemnification obligation by Ambit under Section 7.1(a(a), (b), (c), ) and (d)), any damages or (e) or other amounts for which Medivation has an obligation to indemnify any Astellas Indemnitee pursuant to Section 7.1.2, or (ii) result from or were caused by the negligent or willfully wrongful actions or omissions of an Ambit Indemnified Party12.1(a), as to which Losses damages or amounts with respect to each of clauses (ab), (c), ) and (d) and (e) of this Section 7.2 each Party shall indemnify the other to the extent of their respective liability for such Lossesdamages or amounts.

Indemnification by Astellas. Astellas agrees to shall defend, indemnify and hold harmless Ambit and Selecta, its Affiliates, sublicensees and subcontractors, and its and each of their respective directors, officers, employees, employees and agents (collectively the “Ambit Indemnified PartiesSelecta Indemnitees”) from and against any and all Losses arising or resulting from all any claims made or suits brought by Third Party Claims against any Ambit Indemnified Party arising Parties to the extent such Losses arise or result from or based on: (a) the gross negligence or willful misconduct of Astellas Indemnitees in connection with the performance of Astellas’ obligations or exercise of Astellas’ rights under this Agreement; (b) a breach of Astellas’s representations and warranties contained in Section 5.1 or any of its Astellas’ representations, warranties or covenants or other obligations under in this Agreement; or (bc) the Exploitation of any Licensed Compound or Product activities that are actually conducted by or on behalf of Astellas (other than activities performed by or on behalf of Selecta or its Affiliates), its Affiliates or its Sublicensees, pursuant to this Agreement, including the Development, Manufacture and Commercialization or other Exploitation of the Astellas Combination Products, including any product liability, personal injury, property damage or other damage caused thereby, other than any claims related to or arising from (i) infringement of its Related Parties Patent Rights to the extent related to the research, Development, Manufacture or subcontractorsCommercialization of Xork or the Xork Product, but excluding any Collaboration Program Activities; or (cii) the use or practice by Astellas or its Related Parties or subcontractors Manufacture and supply of Ambit Technology or Ambit Program Technology outside the scope of the licenses granted in Section 3.1.1Xork Product; or (d) the negligent or willfully wrongful actions or omissions any infringement of Patent Rights of any Third Party by 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 its Sublicensees with respect to any research, Development, Manufacture or Commercialization of the Astellas hereunder)Products (including the research, Development, Manufacture or Commercialization of the officersAstellas Product in an Astellas Combination Product) anywhere in the world, directorsexcept, employees, or agents in the case 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 clauses (ia) are the subject of an indemnification obligation by Ambit under Section 7.1(a), (c), through (d)) above, for those Losses for which Selecta, in whole or in part, has an obligation to indemnify Astellas pursuant to Section 11.1 (eIndemnification by Selecta) 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 Partyhereof, 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 agrees to defendwill indemnify, indemnify defend and hold harmless Ambit and Ironwood, its Affiliates, sublicensees and subcontractorssublicensees, and its distributors and each of its and their respective directorsemployees, officers, employees, directors and agents (collectively the each, an “Ambit Ironwood Indemnified PartiesParty”) from and against any and all Losses 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 all Third Party Claims against or arising out of (i) any Ambit Indemnified Party arising from Astellas representation or based on: warranty set forth in this Agreement being untrue in any material respect, (aii) a any material breach by Astellas of Astellas’s representations and warranties contained in Section 5.1 or any of its covenants or other obligations under hereunder, and (iii) the Development of the Product by Astellas hereunder [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. or the Commercialization of the Product by Astellas in the Field in the Territory hereunder, except to the extent caused by (A) any material breach of Ironwood of any of its covenants or obligations hereunder or any failure of Ironwood to supply the Licensed Compound in accordance with this Agreement and the Manufacturing and Supply Agreement, or (B) the infringement of any Technology rights of Third Party related to the use of the Licensed Compound in the Product; or (biv) the Exploitation of any Licensed Compound recall 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 withdrawal of the licenses granted Product in Section 3.1.1; or (d) the negligent or willfully wrongful actions or omissions of AstellasField in the Territory, 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 attributable to acts of Astellas; except in each case, to 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 extent caused by the negligent negligence or willfully wrongful actions willful misconduct of Ironwood or omissions of an Ambit any Ironwood Indemnified Party, as to which Losses with respect to each of clauses (a), (c), (d) and (e) or by breach of this Section 7.2 each Party shall indemnify the other to the extent of their respective liability for such LossesAgreement by Ironwood.

Indemnification by Astellas. Astellas agrees to defendwill indemnify, indemnify defend and hold harmless Ambit and Ironwood, its Affiliates, sublicensees and subcontractorssublicensees, and its distributors and each of its and their respective directorsemployees, officers, employees, directors and agents (collectively the each, an “Ambit Ironwood Indemnified PartiesParty”) from and against any and all Losses 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 all Third Party Claims against or arising out of (i) any Ambit Indemnified Party arising from Astellas representation or based on: warranty set forth in this Agreement being untrue in any material respect, (aii) a any material breach by Astellas of Astellas’s representations and warranties contained in Section 5.1 or any of its covenants or other obligations under hereunder, and (iii) the Development of the Product by Astellas hereunder or the Commercialization of the Product by Astellas in the Field in the Territory hereunder, except to the extent caused by (A) any material breach of Ironwood of any of its covenants or obligations hereunder or any failure of Ironwood to supply the Licensed Compound in accordance with this Agreement and the Manufacturing and Supply Agreement, or (B) the infringement of any Technology rights of Third Party related to the [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. use of the Licensed Compound in the Product; or (biv) the Exploitation of any Licensed Compound recall 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 withdrawal of the licenses granted Product in Section 3.1.1; or (d) the negligent or willfully wrongful actions or omissions of AstellasField in the Territory, 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 attributable to acts of Astellas; except in each case, to 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 extent caused by the negligent negligence or willfully wrongful actions willful misconduct of Ironwood or omissions of an Ambit any Ironwood Indemnified Party, as to which Losses with respect to each of clauses (a), (c), (d) and (e) or by breach of this Section 7.2 each Party shall indemnify the other to the extent of their respective liability for such LossesAgreement by Ironwood.

Indemnification by Astellas. Astellas agrees to defendwill indemnify, indemnify defend and hold harmless Ambit and Ironwood, its Affiliates, sublicensees and subcontractorssublicensees, and its distributors and each of its and their respective directorsemployees, officers, employees, directors and agents (collectively the each, an “Ambit Ironwood Indemnified PartiesParty”) from and against any and all Losses 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 all Third Party Claims against or arising out of (i) any Ambit Indemnified Party arising from Astellas representation or based on: warranty set forth in this Agreement being untrue in any material respect, (aii) a any material breach by Astellas of Astellas’s representations and warranties contained in Section 5.1 or any of its covenants or other obligations under this Agreement; or hereunder, (biii) the Exploitation Development of any Licensed Compound or the Product by or on behalf of Astellas hereunder or the Manufacture or Commercialization of the Product by or on behalf of Astellas in the Field in the Territory hereunder, except to the extent caused by (A) any material breach of Ironwood of any of its Related Parties covenants or subcontractorsobligations hereunder or any failure of Ironwood to supply the Licensed Compound in accordance with Section 3.4.1, but excluding or (B) the infringement of any Collaboration Program ActivitiesTechnology rights of Third Party related to the use of the Licensed Compound in the Product; (iv) API Manufacturing beginning in the Year 2020, including any liabilities associated with any assigned API Supply Agreement arising after the assignment of such API Supply Agreement to Astellas, or the 2020 API Commitment; or (cv) the use any recall or practice by Astellas or its Related Parties or subcontractors of Ambit Technology or Ambit Program Technology outside the scope withdrawal of the licenses granted Product in Section 3.1.1; or (d) the negligent or willfully wrongful actions or omissions Field in the Territory, to the extent attributable to acts of Astellas, any of its Related Parties or subcontractors (excluding Ambitexcept in each case, 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 negligence or willfully wrongful actions willful misconduct of Ironwood or omissions of an Ambit any Ironwood Indemnified Party, as to which Losses with respect to each of clauses (a), (c), (d) and (e) or by breach of this Section 7.2 each Party shall indemnify the other to the extent of their respective liability for such LossesAgreement by Ironwood.