Common use of Indemnification by AstraZeneca Clause in Contracts

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 agrees to defend IsisPieris, its Affiliates and their respective directors, officers, stockholders, employees and agents, and their respective successors, heirs and assigns (collectively, the “Xxxx XxxxxxxxxxxPieris Indemnitees”), and will indemnify and hold harmless the Isis 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 Xxxx Xxxxxxxxxx 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, Compulsory Sublicensees (but only to the extent AstraZeneca is indemnified by such Compulsory Sublicensee) 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 Isis Pieris Indemnitee, (ii) any breach by Xxxx Pieris of any of its representations, warranties, covenants or obligations pursuant to this Agreement or the MSAPlatform Agreement, or (iii) any breach of Applicable Law by any Isis Pieris Indemnitee.

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 XxxxxxxxxxxIsis Indemnitees”), 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 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, 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 Isis of any of its representations, warranties, covenants or obligations pursuant to this Agreement or the MSAAgreement, or (iii) any breach of Applicable Law by any Isis Indemnitee.

Indemnification by AstraZeneca. AstraZeneca agrees to defend IsisPieris, its Affiliates and their respective directors, officers, stockholders, employees and agents, and their respective successors, heirs and assigns (collectively, the “Xxxx XxxxxxxxxxxPieris Indemnitees”), and will indemnify and hold harmless the Isis 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 Xxxx Xxxxxxxxxx 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, Compulsory Sublicensees (but only to the extent AstraZeneca is indemnified by such Compulsory Sublicensee) 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 Isis Pieris Indemnitee, (ii) any breach by Xxxx Pieris of any of its representations, warranties, covenants or obligations pursuant to this Agreement or the MSAPlatform Agreement, or (iii) any breach of Applicable Law by any Isis Pieris Indemnitee.

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 IndemniteeXxxx Xxxxxxxxxx, (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 agrees to shall indemnify, 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, Ironwood Indemnified Parties 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”) all Liabilities arising out of any claim, action, lawsuit or other proceeding by a Third Party (collectively, “Third Party Claims”) brought against any Xxxx Xxxxxxxxxx and Claims to the extent resulting from or occurring as a result arising out of: : (ai) any activities conducted by an AstraZeneca employee, consultant intentional misconduct or (sub)contractor in negligence on the performance part of the AstraZeneca Conducted Activities, (b) the Development, Manufacture or Commercialization of any Product by AstraZeneca or any of its Affiliates, Sublicensees, Distributors, Compulsory Affiliates or Sublicensees in performing any activity contemplated by this Agreement or any Ancillary Agreement (but only subject to the extent any limitations on indemnification set forth in such Ancillary Agreement); (ii) any AstraZeneca is indemnified by representation or warranty set forth in this Agreement or any Ancillary Agreement (subject to any limitations on indemnification set forth in such Compulsory SublicenseeAncillary Agreement) or contractors, being untrue; (ciii) any breach by AstraZeneca of any of its representationscovenants or obligations hereunder or under any Ancillary Agreement (subject to any limitations on indemnification set forth in such Ancillary Agreement); (iv) (A) the Development or Manufacturing of the Licensed Compound or Product for the Territory by AstraZeneca, warranties its Affiliates or covenants pursuant to Sublicensees under this Agreement, Agreement or (dB) the negligence Commercialization of any Product in the Territory by AstraZeneca, its Affiliates or willful misconduct Sublicensees during the Post-Amendment Period, including any death or bodily injury of any person (or similar claims); (A) any recall or withdrawal of Product sold in the Territory during the Post-Amendment Period or (B) any infringement claims brought by any Third Parties in the Territory that are based upon underlying facts and circumstances occurring on or after the Amendment Date, which are the subject of Section 9.7; (vi) any exploitation of any Purchased Asset by or on behalf of AstraZeneca or any of its Affiliates or Sublicensees from and after the transfer of such Purchased Asset to AstraZeneca, or any and all Liabilities arising out of Third Party Claims with respect to any Purchased Asset that are based upon underlying facts and circumstances occurring after the transfer of such Purchased Asset to AstraZeneca; or (vii) any exploitation of the Joint Technology or the Development Data by AstraZeneca Affiliate or Sublicensee its Affiliates, licensees or Sublicensees during the Post-Amendment Period for purposes other than exploitation of the Licensed Compound and Products; except, in the performance of this Agreement; except in any such case each case, to the extent Ironwood is obligated to indemnify AstraZeneca for 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 Liabilities pursuant to this Agreement or the MSA, or (iii) any breach of Applicable Law by any Isis IndemniteeSection 11.2(a).

Indemnification by AstraZeneca. Subject to the procedures set forth in Section 15.4, AstraZeneca agrees to defend Isisshall 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 “Xxxx XxxxxxxxxxxMDCO Indemnitees”), and will indemnify defend and hold harmless the Isis 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 Xxxx Xxxxxxxxxx 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, 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 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 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 Indemniteerespective liability for such Losses.