Indemnification by AstraZeneca. AstraZeneca agrees to defend Isis, its Affiliates and their respective directors, officers, stockholders, employees and agents, and their respective successors, heirs and assigns (collectively, the “Xxxx Xxxxxxxxxxx”), and will indemnify and hold harmless the Isis Indemnitees, from and against any liabilities, losses, costs, damages, fees or expenses payable to a Third Party, and reasonable attorneys’ fees and other legal expenses with respect thereto (collectively, “Losses”) arising out of any claim, action, lawsuit or other proceeding by a Third Party (collectively, “Third Party Claims”) brought against any Xxxx Xxxxxxxxxx and resulting from or occurring as a result of: (a) any activities conducted by an AstraZeneca employee, consultant or (sub)contractor in the performance of the AstraZeneca Conducted Activities, (b) the Development, Manufacture or Commercialization of any Product by AstraZeneca or its Affiliates, Sublicensees, Distributors, Compulsory Sublicensees (but only to the extent AstraZeneca is indemnified by such Compulsory Sublicensee) or contractors, (c) any breach by AstraZeneca of any of its representations, warranties or covenants pursuant to this Agreement, or (d) the negligence or willful misconduct of AstraZeneca or any AstraZeneca Affiliate or Sublicensee in the performance of this Agreement; except in any such case to the extent such Losses result from: (i) the negligence or willful misconduct of any Isis Indemnitee, (ii) any breach by Xxxx of any of its representations, warranties, covenants or obligations pursuant to this Agreement or the MSA, or (iii) any breach of Applicable Law by any Isis Indemnitee.
Indemnification by AstraZeneca. AstraZeneca shall indemnify, defend and hold harmless Xxxxxxxxx, its Affiliates, and each of its and their respective employees, officers, directors, agents and Sublicensees (each, a “Xxxxxxxxx Indemnified Party”) from and against any and all Liabilities that the Xxxxxxxxx Indemnified Party may be required to pay to one or more Third Parties to the extent resulting from or arising out of:
(a) any AstraZeneca representation or warranty set forth herein being untrue in any material respect when made or a material breach by AstraZeneca of any of its covenants or obligations hereunder; or
(b) the gross negligence or willful misconduct by or of AstraZeneca, its Affiliates and their respective officers, directors, agents and Sublicensees in performing any of their obligations under this Agreement; or
(c) AstraZeneca’s Development, Manufacture or Commercialization of a Collaboration Compound or Collaboration Product; except in each case, to the extent caused by the gross negligence or willful misconduct of Xxxxxxxxx or any Xxxxxxxxx Indemnified Party, or by breach of this Agreement by Xxxxxxxxx.
Indemnification by AstraZeneca. AstraZeneca shall defend, indemnify, and hold FibroGen, its Affiliates, and each of their respective officers, directors, employees, and agents, (the “FibroGen Indemnitees”) harmless from and against any and all damages or other amounts payable to a Third Party claimant, as well as any reasonable attorneys’ fees and costs of litigation incurred by such FibroGen Indemnitees (collectively, “FibroGen Damages”), all to the extent resulting from any claims, suits, proceedings or causes of action brought by such Third Party (collectively, “FibroGen Claims”) against such FibroGen Indemnitee that arise from or are based on: (a) the Development, testing, manufacture, storage, handling, use, sale, offer for sale, distribution and importation of Products by AstraZeneca or its Affiliates, Sublicensees, or distributors; (b) a breach of any of AstraZeneca’s representations, warranties, and obligations under the Agreement; or (c) the willful misconduct or grossly negligent acts or omissions of AstraZeneca or its Affiliates, or the officers, directors, employees, or agents of AstraZeneca or its Affiliates in the performance of activities under this Agreement. The foregoing indemnity obligation shall not apply if the FibroGen Indemnitees materially fail to comply with the indemnification procedures set forth in Section 11.3, or to the extent that any FibroGen Claim is based on or alleges: (i) a breach of any of FibroGen’s representations, warranties, and obligations under this Agreement; or (ii) the willful misconduct or grossly negligent acts or omissions of FibroGen, its Affiliates, or their officers, directors, employees, or agents in the performance of activities under this Agreement.
Indemnification by AstraZeneca. Subject to this Article 12, AstraZeneca shall indemnify, defend and hold harmless Horizon and its Affiliates, and its and their respective licensors, licensees, officers, directors, employees and agents (collectively, “Horizon Indemnitees”) from and against any and all Losses incurred by them in connection with any and all Litigation by Third Parties (collectively, “Third Party Claims”) arising from or occurring as a result of: (a) the gross negligence or willful misconduct of any AstraZeneca Indemnitee or (b) the breach by AstraZeneca of any warranty, representation, covenant or agreement made by AstraZeneca in this Agreement, in each case, except to the extent such Losses result from the gross negligence or willful misconduct of any Horizon Indemnitee or the breach by Horizon of any warranty, representation, covenant or agreement made by Horizon in this Agreement, as to which Losses each Party shall indemnify the other Party and the AstraZeneca Indemnitees or the Horizon Indemnitees, as applicable, to the extent of its liability for such Losses.
Indemnification by AstraZeneca. AstraZeneca shall indemnify, defend and hold harmless Service Provider, its Affiliates, and their respective directors, officers, employees and agents (the “Service Provider Indemnitees”) from and against any and all losses, damages, costs and expenses, including reasonable attorneys’ fees arising out of claims by third parties as a result of: (i) [**] or (ii) AstraZeneca’s breach of this Agreement, including without limitation, any representations, warranties and covenants herein, or (iii) any use, handling or disposal of any product produced by Service Provider for AstraZeneca, including without limitation, any product liability claim; or (iv) any alleged or actual infringement or misappropriation of third party intellectual property rights in the Product or any portion thereof, or manufacture of the Product, or resulting from, use of any AstraZeneca provided information, data, or property in the performance of the Services; except in each case to the extent that (A) such third party claim is based upon the negligence or willful misconduct of Service Provider or a Service Provider Indemnitee or breach of this Agreement by Service Provider; (B) Service Provider is indemnified by the U.S. Government in respect of any such losses, damages, costs or expenses; or (C) Service Provider has an obligation to indemnify AstraZeneca pursuant to Clause 12.2, as to which third party claims each Party shall indemnify the other to the extent of its respective liability for such third party claims. Service Provider must promptly notify AstraZeneca of a covered claim, must tender to AstraZeneca (and/or its insurer) full authority to defend or settle (for monetary damages) the claim, and must reasonably cooperate with the defense at AstraZeneca’s request and expense.
Indemnification by AstraZeneca. AstraZeneca will defend, indemnify and hold harmless Supplier and its officers, directors, employees, agents, shareholders, partners, distributors, sublicencees, successors and assigns, from and against Losses incurred by them to the extent resulting from or arising out of or in connection with any actual or threatened claim by a third party against them to the extent resulting from or arising out of or in connection with: (i) the gross negligence, recklessness or willful misconduct of AstraZeneca, its Affiliates, and their officers, directors, employees, agents, shareholders, partners, distributors, sublicencees, successors and assigns in the performance of AstraZeneca’s obligations under this Agreement, (ii) a breach by AstraZeneca of its obligations under this Agreement, or (iii) the research, testing, development, manufacture, use, marketing, sale, lease, distribution, licensing, commercialization and/or other disposal of an AstraZeneca product (except for any of the foregoing performed by Supplier), except to the extent such Losses arise as a result of the negligence, fraud, willful misconduct or wrongful act of the Supplier, its Affiliates or its or their respective officers, directors, partners, shareholders, employees or agents.
Indemnification by AstraZeneca. Following the Closing, but subject to the provisions of this Article 7, AstraZeneca shall indemnify, defend and hold harmless Horizon and its Affiliates, and their respective officers, directors, and employees (collectively, “Horizon Indemnitees”) from and against any and all Losses incurred by any Horizon Indemnitee arising out of or related to:
(a) any breach by AstraZeneca of any of the representations or warranties made by AstraZeneca in this Agreement as of the Execution Date and as of the Closing as if the representations and warranties are given as of the Closing Date;
(b) any failure of AstraZeneca to perform or any breach by AstraZeneca of any of its covenants, agreements or obligations contained in this Agreement;
(c) any Excluded Liability; or
(d) any failure of AstraZeneca to pay any of its share of Transfer Taxes or Apportioned Obligations allocated to AstraZeneca under Section 5.9.2.
Indemnification by AstraZeneca. AstraZeneca shall 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 arising out of Third Party Claims to the extent resulting from or arising out of:
(i) any intentional misconduct or negligence on the part of AstraZeneca or any of its Affiliates or Sublicensees in performing any activity contemplated by the Prior Agreement or any Ancillary Agreement (as defined in the Prior Agreement) (subject to any limitations on indemnification set forth in such Ancillary Agreement);
(ii) any AstraZeneca representation or warranty set forth in the Prior Agreement or any Ancillary Agreement (as defined in the Prior Agreement) (subject to any limitations on indemnification set forth in such Ancillary Agreement) being untrue;
(iii) any breach by AstraZeneca of any of its covenants or obligations under the Prior Agreement or under any Ancillary Agreement (as defined in the Prior Agreement) (subject to any limitations on indemnification set forth in such Ancillary Agreement); or
(iv) any exploitation of the Joint Technology or the Development Data by AstraZeneca or its Affiliates, licensees or Sublicensees during the Pre-Amendment Period for purposes other than exploitation of the Licensed Compound and Products; except, in each case, to the extent Ironwood is obligated to indemnify AstraZeneca for such Liabilities pursuant to Section 11.1(b).
Indemnification by AstraZeneca. AstraZeneca shall defend, indemnify, and hold each FibroGen Contracting party, their Affiliates, and each of their respective officers, directors, employees, and agents, (the “FibroGen China Indemnitees”) harmless from and against any and all damages or other amounts payable to a Third Party claimant, as well as any reasonable attorneys’ fees and costs of litigation incurred by such FibroGen China Indemnitees (collectively, “FibroGen China Damages”), all to the extent resulting from any claims, suits, proceedings or causes of action brought by such Third Party (collectively, “FibroGen China Claims”) against such FibroGen China Indemnitee that arise from or are based on: (a) the Development, testing, manufacture, storage, handling, use, sale, offer for sale, distribution and importation of Products by AstraZeneca or its Affiliates, Sublicensees, or distributors; (b) a breach of any of AstraZeneca’s representations, warranties, and obligations under the Agreement; or (c) the willful misconduct or grossly negligent acts or omissions of AstraZeneca or its Affiliates, or the officers, directors, employees, or agents of AstraZeneca or its Affiliates in the performance of activities under this Agreement. The foregoing indemnity obligation shall not apply if the FibroGen China Indemnitees materially fail to comply with the indemnification procedures set forth in Section 11.3, or to the extent that any FibroGen China Claim is based on or alleges: (i) a breach of any FibroGen Contracting Party’s representations, warranties, and obligations under this Agreement or FibroGen’s breach of the U.S. and RoW Agreement; or (ii) the willful misconduct or grossly negligent acts or omissions of FibroGen China, its Affiliates, or their officers, directors, employees, or agents in the performance of activities under this Agreement or the U.S. and RoW Agreement.
Indemnification by AstraZeneca. Subject to Section 12.2, AstraZeneca shall indemnify, defend and hold FibroGen, FibroGen’s Affiliates, and their respective directors, officers, employees and agents (the “FibroGen FibroGen/AstraZeneca Master Supply C: 00033429.0 [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm to the company if publicly disclosed. 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 AstraZeneca’s [*].
