Common use of Indemnification by Each Party Clause in Contracts

Indemnification by Each Party. Each Party hereby agrees to indemnify, defend and hold harmless the other Party, its Affiliates, and such Party’s and its Affiliates’ directors, officers, employees, agents, and other representatives (each, an “Indemnitee”; collectively, the “Indemnitees”) from and against any and all damages, liabilities, expenses and/or loss, including reasonable legal expenses and reasonable attorneys’ fees (“Losses”) resulting from suits, claims, proceedings or causes of action brought by a Third Party against such Indemnitee based on the indemnifying Party, its Affiliates, agents or, to the extent applicable, Sublicensees : (i) breach of a representation or warranty contained in this Agreement; (ii) breach of this Agreement or failure to comply with any applicable laws, rules, or regulations; (iii) performance or non-performance of its obligations under this Agreement; or (iv) development, manufacture, use, sale, distribution, offering for sale, importation, or exportation of Licensed Products (which shall include but not be limited to any liability based on product liability or any personal injury or death resulting from the administration of any Licensed Product to any human subject or patient prior to or following Regulatory Approval thereof); except to the extent such Losses result from any Indemnitee’s (1) breach of a representation or warranty contained in this Agreement; (2) breach of this Agreement or failure to comply with any applicable laws, rules, or regulations; (3) negligence, fraud or willful misconduct; or (4) development, manufacture, use, sale, distribution, offering for sale, importation, or exportation of Licensed Products.

Indemnification by Each Party. Each Party (such Party, the “Indemnitor”) hereby agrees to indemnify, defend and hold harmless the other Party, its Affiliates, and such Party’s and its Affiliates’ directors, officers, employees, agents, and other representatives (each, an “Indemnitee”; ” and, collectively, the “Indemnitees”) from and against any and all damages, liabilities, expenses and/or lossand losses, including reasonable legal expenses and reasonable attorneys’ fees (“Losses”) resulting from suits, claims, proceedings or causes of action brought by a Third Party (each, a “Claim”) against such Indemnitee based on any of the following performed or committed by the indemnifying Party, Party or its Affiliates, agents or, to the extent applicable, Sublicensees Sublicensees: (i) breach of a representation or warranty contained in this Agreement; (ii) breach of this Agreement or failure to comply with any applicable laws, rules, or regulationsApplicable Laws in connection with this Agreement; (iii) performance negligence, fraud or non-performance of its obligations under willful misconduct in connection with this Agreement; or (iv) developmentDevelopment, manufacture, use, sale, distribution, offering for sale, importation, Manufacture or exportation Commercialization of Licensed Products (which shall include but not be limited to any liability based on product liability or any personal injury or death resulting from the administration of any Licensed Product to any human subject or patient prior to or following Regulatory Approval thereof); except , except, in each case, to the extent such Losses result from any Indemnitee’s (1) breach matter with respect to which the other Party is obligated to indemnify the Indemnitor pursuant to this Section 12.1(a). A request for confidential treatment has been made with respect to portions of a representation or warranty contained in this Agreement; (2) breach of this Agreement or failure to comply the following document that are marked with any applicable laws, rules, or regulations; (3) negligence, fraud or willful misconduct; or (4) development, manufacture, use, sale, distribution, offering for sale, importation, or exportation of Licensed Products[*]. The redacted portions have been filed separately with the SEC.

Indemnification by Each Party. Each Party hereby agrees to defend, indemnify, defend and hold harmless the other Party, its Affiliates, and such Party’s Party and its Affiliates’ officers, directors, officers, employees, agents, and other representatives (each, an “Indemnitee”; collectively, the “Indemnitees”) agents harmless from and against any and all Third Party claims, suits, proceedings, damages, liabilities, expenses and/or loss, (including reasonable legal expenses court costs and reasonable attorneys’ fees and expenses), and recoveries, including product liability claims (collectively, “LossesClaims”) resulting from suits, claims, proceedings or causes of action brought by a Third Party against such Indemnitee based on the indemnifying Party, its Affiliates, agents or, to the extent applicablethat such Claims arise out of, Sublicensees : (i) breach of a representation or warranty contained in this Agreement; (ii) breach of this Agreement or failure to comply with any applicable laws, rulesare based on, or regulations; result from (iiia) performance or non-performance a breach by the indemnifying Party of its representations, warranties, and obligations under this the Agreement; or (ivb) developmentthe willful misconduct or grossly negligent acts of the indemnifying Party or its Affiliates, or the officers, directors, employees, or agents of such indemnifying Party or its Affiliates. The foregoing indemnity obligation shall not apply to the extent that any Claim arises from, is based on, or results from (i) a breach of any of the representations, warranties, and obligations under the Agreement by the Party seeking indemnity; or (ii) the willful misconduct or grossly negligent acts of the Party seeking indemnity or its Affiliates, or the officers, directors, employees, or agents of such Party. The foregoing indemnity obligation shall not apply if the applicable indemnitees fail to comply with the indemnification procedures set forth in Section 11.2. Expenses relating to any other Claims resulting directly or indirectly from the manufacture, use, salehandling, distributionstorage, offering for sale, importation, sale or exportation other disposition of Licensed Products (which the Product in the U.S. shall include but not be limited shared equally by the Parties at the time such expenses are required to any liability based on product liability or any personal injury or death resulting from the administration of any Licensed Product to any human subject or patient prior to or following Regulatory Approval thereof); except to the extent such Losses result from any Indemnitee’s (1) breach of a representation or warranty contained in this Agreement; (2) breach of this Agreement or failure to comply with any applicable laws, rules, or regulations; (3) negligence, fraud or willful misconduct; or (4) development, manufacture, use, sale, distribution, offering for sale, importation, or exportation of Licensed Productsbe paid.