Indemnification by Eisai Clause Samples
Indemnification by Eisai. EISAI shall indemnify, defend and hold harmless EPIZYME and its Affiliates, and its and their respective directors, officers, employees and agents, from and against any and all liabilities, damages, losses, costs and expenses, including the reasonable fees of attorneys and other professional Third Parties (collectively, “Losses”), arising out of or resulting from any and all Third Party suits, claims, actions, proceedings or demands (“Third Party Claims”) based upon:
(a) the negligence, recklessness or wrongful intentional acts or omissions of EISAI or its Affiliates or its or their respective directors, officers, employees and agents, in connection with EISAI’s performance of its obligations or exercise of its rights under this Agreement;
(b) any breach of any representation or warranty or covenant made by EISAI under Article 10 or any other provision under this Agreement;
(c) the Development that is actually conducted by or on behalf of EISAI, its Affiliates or Sublicensees (excluding any Development carried out by or on behalf of EPIZYME, its Affiliates or Sublicensees hereunder), the handling and storage by or on behalf of EISAI, its Affiliates or Sublicensees of any chemical agents or other compounds for the purpose of conducting Development by or on behalf of EISAI, its Affiliates or Sublicensees, and the Manufacture and Commercialization by EISAI, its Affiliates or Sublicensees of any Licensed Compound or Licensed Product, including (i) any product liability, personal injury, property damage or other damage resulting from any Licensed Compound or Licensed Product distributed by or on behalf of EISAI, its Affiliates or Sublicensees, and (ii) infringement of any Patent or other intellectual property rights of any Third Party by EISAI, its Affiliates or Sublicensees, in each case resulting from any of the foregoing activities described in this Section 11.1(c); or
(d) the Development, Commercialization, or Manufacture of Compounds, Licensed Compounds or Licensed Products anywhere in the world after the Term, including the use of Marketing Related Materials, by or on behalf of EISAI or its Affiliates or Third Party sublicensees; in each case, provided that, such indemnity shall not apply to the extent EPIZYME has an indemnification obligation pursuant to Section 11.2 for such Loss, in which event each Party shall indemnify the other to the extent of their respective liability for such Loss.
Indemnification by Eisai. Eisai shall indemnify and hold Roivant, its Affiliates and their respective officers, directors, agents and employees (“Roivant Indemnitees”) harmless from and against any Claims against them arising or resulting from: (a) the negligence or willful misconduct of any of the Eisai Indemnitees; (b) the breach of this Agreement by Eisai, including any warranties or representations made by Eisai to Roivant under this Agreement; or (c) the development, manufacture or Commercialization of the Compound and/or Product by or on behalf of Eisai or any of its Affiliates or licensees prior to the Effective Date; except in each case, to the extent such Claims result from the activities set forth in Section 9.2 for which Roivant is obligated to indemnify Eisai Indemnitees.
Indemnification by Eisai. Eisai shall indemnify and hold harmless Pharmavant, its Affiliates, and its and their respective directors, officers, employees, agents, successors, and assigns (collectively, the “Pharmavant Indemnitees”), from and against any and all Damages to the extent arising out of or relating to, directly or indirectly, any Third Party Claim based upon:
(a) [***];
(b) [***];
(c) the gross negligence or willful misconduct of Eisai or its Affiliates or its or their respective directors, officers, employees, or agents, in connection with Eisai’s performance of its obligations under this Agreement; or
(d) any material breach by Eisai of any of its representations, warranties, covenants, agreements, or obligations under this Agreement; provided, that, in each case ((a)-(e)), such indemnity shall not apply to the extent Pharmavant has an indemnification obligation pursuant to Sections 9.1(a), 9.1(b), or 9.1(c) for such Damages.
Indemnification by Eisai. Subject to provisions of Section 6.3 below, EISAI shall indemnify and hold CNS harmless from and against any losses, obligations, liabilities, costs and expenses, including legal and other fees, due to any claim of a third party arising from the act or omission or negligence of EISAI or its employees and agents in connection with its obligations hereunder.
Indemnification by Eisai. 10 6.3 Qualifications.................................................10
Indemnification by Eisai