Common use of Indemnification by Astellas Clause in Contracts

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 shall indemnify and hold PandionCytokinetics, its Affiliates, and their respective officers, directors, agents and employees (“Pandion Cytokinetics 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 Manufacture, Commercialization or Commercialization Medical Affairs Activities of the Compounds, Licensed Compounds and/or Licensed Collaboration 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 Cytokinetics 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 Cytokinetics Indemnitee of any covenant, representation, warranty or other agreement made by Pandion Cytokinetics in this Agreement or the gross negligence, recklessness or willful misconduct of any Pandion Cytokinetics Indemnitee.

Indemnification by Astellas. Astellas shall indemnify and hold PandionCytokinetics, its Affiliates, and their respective officers, directors, agents and employees (“Pandion Cytokinetics 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 Manufacture, Commercialization or Commercialization Medical Affairs Activities of the Compounds, Licensed Compounds Tirasemtiv and/or Licensed Products Product 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 Cytokinetics 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 Cytokinetics Indemnitee of any covenant, representation, warranty or other agreement made by Pandion Cytokinetics in this Agreement or the gross negligence, recklessness or willful misconduct of any Pandion Cytokinetics Indemnitee.