Common use of Indemnification by AstraZeneca Clause in Contracts

Indemnification by AstraZeneca. AstraZeneca agrees to defend Pieris, its Affiliates and their respective directors, officers, stockholders, employees and agents, and their respective successors, heirs and assigns (collectively, the “Pieris Indemnitees”), and will indemnify and hold harmless the Pieris 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 Pieris Indemnitee 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 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 Pieris Indemnitee, (ii) any breach by Pieris of any of its representations, warranties, covenants or obligations pursuant to this Agreement or the Platform Agreement, or (iii) any breach of Applicable Law by any Pieris Indemnitee. Portions of the exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Indemnification by AstraZeneca. AstraZeneca agrees to defend PierisIsis, its Affiliates and their respective directors, officers, stockholders, employees and agents, and their respective successors, heirs and assigns (collectively, the “Pieris IndemniteesXxxx Xxxxxxxxxxx”), and will indemnify and hold harmless the Pieris 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 Pieris Indemnitee 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 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 Pieris IndemniteeXxxx Xxxxxxxxxx, (ii) any breach by Pieris Xxxx of any of its representations, warranties, covenants or obligations pursuant to this Agreement or the Platform AgreementMSA, or (iii) any breach of Applicable Law by any Pieris Isis Indemnitee. Portions of the exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Indemnification by AstraZeneca. AstraZeneca agrees to defend PierisIsis, its Affiliates and their respective directors, officers, stockholders, employees and agents, and their respective successors, heirs and assigns (collectively, the “Pieris IndemniteesXxxx Xxxxxxxxxxx”), and will indemnify and hold harmless the Pieris 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 Pieris Indemnitee 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 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 Pieris Isis Indemnitee, (ii) any breach by Pieris Xxxx of any of its representations, warranties, covenants or obligations pursuant to this Agreement or the Platform AgreementMSA, or (iii) any breach of Applicable Law by any Pieris Isis Indemnitee. Portions of the exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Indemnification by AstraZeneca. Subject to the procedures set forth in Section 15.4, AstraZeneca agrees to defend Pierisshall indemnify MDCO, its Affiliates and its and their respective directors, officers, stockholders, employees and agents, and their respective successors, heirs and assigns agents (collectively, the “Pieris MDCO Indemnitees”), and will indemnify defend and hold harmless the Pieris Indemniteessave each of them harmless, from and against any liabilitiesand all claims, lawsuits, losses, costs, damages, fees or liabilities, penalties, costs and expenses payable to a Third Party, and (including reasonable attorneys’ ' fees and other legal expenses with respect thereto disbursements) (collectively, “Losses”) incurred by any of them in connection with, arising out from or occurring as a result of (a) any claimand all suits, actioninvestigations, lawsuit claims or other proceeding by a demands of Third Party Parties (collectively, “Third Party Claims”) brought against any Pieris Indemnitee and resulting in connection with, arising from or occurring as a result of: of (a) any activities conducted by an AstraZeneca employee, consultant or (sub)contractor in the performance of the AstraZeneca Conducted Activities, (bi) the Development, Manufacture or Commercialization of any Product by AstraZeneca or its Affiliates, Sublicensees, distributors or contractors, (c) any breach by AstraZeneca of any of its representations, warranties or covenants pursuant to obligations under this Agreement, including any violation of Applicable Law by AstraZeneca, (ii) the breach or inaccuracy of any representation or warranty made by AstraZeneca in this Agreement, (diii) the negligence or willful intentional misconduct of AstraZeneca or any AstraZeneca Affiliate or Sublicensee Indemnitees in connection with the performance of AstraZeneca's obligations under this Agreement; , (iv) the use by MDCO of the Promotional Materials in accordance with the terms of this Agreement, (v) any actual or alleged infringement or misappropriation of any Third Party intellectual property arising from the Promotion of the Product in the Territory by MDCO in accordance with this Agreement, (vi) any agreement between AstraZeneca and any Third Party, or (vii) the manufacture, packaging, distribution, sale, recall, or use of the Product, including any death, personal injury or other product liability arising out of or related to the Product, or (b) the enforcement by MDCO of its rights under this Section 15.2, in each case except in any such case for those Losses for which MDCO has an obligation to indemnify AstraZeneca pursuant to Section 15.3, as to which Losses each Party shall indemnify the other to the extent such Losses result from: (i) the negligence or willful misconduct of any Pieris Indemnitee, (ii) any breach by Pieris of any of its representations, warranties, covenants or obligations pursuant to this Agreement or the Platform Agreement, or (iii) any breach of Applicable Law by any Pieris Indemnitee. Portions of the exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amendedrespective liability for such Losses.

Indemnification by AstraZeneca. AstraZeneca agrees to defend Pieris, its Affiliates and their respective directors, officers, stockholders, employees and agents, and their respective successors, heirs and assigns (collectively, the “Pieris Indemnitees”), and will indemnify and hold harmless the Pieris 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 Pieris Indemnitee 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 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; Agreement; except in any such case to the extent such Losses result from: (i) the negligence or willful misconduct of any Pieris Indemnitee, (ii) any breach by Pieris of any of its representations, warranties, covenants or obligations pursuant to this Agreement or the Platform Agreement, or (iii) any breach of Applicable Law by any Pieris Indemnitee. Portions of the exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Indemnification by AstraZeneca. AstraZeneca agrees to defend PierisIsis, its Affiliates and their respective directors, officers, stockholders, employees and agents, and their respective successors, heirs and assigns (collectively, the “Pieris Isis Indemnitees”), and will indemnify and hold harmless the Pieris 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 Pieris Isis Indemnitee 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 Development or Commercialization of any Compound or Product by AstraZeneca or its Affiliates, Sublicensees, distributors Sublicensees 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 Pieris Isis Indemnitee, (ii) any breach by Pieris Isis of any of its representations, warranties, covenants or obligations pursuant to this Agreement or the Platform Agreement, or (iii) any breach of Applicable Law by any Pieris Isis Indemnitee. Portions of the exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.