Indemnification by HFB Clause Samples

Indemnification by HFB. Subject to the remainder of this Article 11 (Indemnification), HFB will defend, indemnify, and hold FibroGen, its Affiliates, and its and their respective officers, directors, employees, and agents (the “FibroGen Indemnitees”) harmless from and against any and all liabilities, losses, costs, damages, fees, expenses, 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, all to the extent resulting from claims, suits, proceedings, or causes of action brought by or on behalf of such Third Party against such FibroGen Indemnitees that arise from or relate to: (a) the [*] of any Licensed Compound, Licensed Product, Option Compound, or Option Product by or on behalf of HFB or any of its Affiliates [*] with respect to such Licensed Compound, Licensed Product, Option Compound, or Option Product, (b) any activities performed by or on behalf of HFB or any of its Affiliates under this Agreement; (c) a breach of any of HFB’s representations, warranties, or Development or other obligations under this Agreement; (d) the willful misconduct or grossly negligent acts of HFB or any of its Affiliates; (e) violation of applicable law by any HFB Indemnitee; or (f) any claim or demand from any employee, consultant, contractor of HFB or its Affiliate or other Person who is an inventor of any Licensed Know-How or Licensed Patent Right with respect to the ownership thereof; excluding, in each case ((a), (b), (c), (d), (e) and (f)), any damages or other amounts for which FibroGen has an obligation to indemnify any HFB Indemnitee pursuant to Section 11.2 (Indemnification by FibroGen).