Common use of Indemnification by JT Clause in Contracts

Indemnification by JT. JT shall indemnify and hold harmless Gilead and its Affiliates, and their respective agents, directors, officers and employees (collectively, the “Gilead Indemnified Parties”), from and against any and all liabilities, judgments, claims, settlements, losses, damages, fees, liens, Taxes, penalties, obligations and expenses (including reasonable attorneys’ fees and expenses and costs and expenses of investigation) (collectively, “Losses”) incurred or suffered, directly or indirectly, by any such Person arising from, by reason of or in connection with: 10.1.1 any breach or inaccuracy of any representation or warranty of JT in this Agreement (it being acknowledged and agreed by the Parties that, for purposes of the right to indemnification pursuant to this Section 10.1.1, the representations and warranties of JT contained in this Agreement shall not be deemed qualified by any references herein or therein to materiality or to whether or not any such breach results, has resulted or could reasonably be expected to result in a Material Adverse Effect); 10.1.2 any failure by JT to duly and timely perform or fulfill any of its covenants or agreements required to be performed by JT under this Agreement; 10.1.3 any Excluded Liability; 10.1.4 any Transfer Taxes allocated to JT pursuant to Section 9.2.7.2; 10.1.5 any claim by a Third Party that any part of the Transactions constitutes a breach, default or event of default under any contract or agreement between such Third Party and JT or its Affiliates, or is otherwise in contravention of any right of or obligation to such Third Party; provided, however that such claim is not due to the action or inaction of Gilead or its Affiliates. 10.1.6 JT’s obligation to indemnify the Gilead Indemnified Parties pursuant to this Section 10.1 shall not apply to the extent that any such Losses (a) arise from the negligence or intentional misconduct of any Gilead Indemnified Party; (b) arise from any breach by Gilead of this Agreement or any Ancillary Agreement; or (c) are Losses for which Gilead is obligated to indemnify the JT Indemnified Parties pursuant to Section 10.3, Section 11.2 of the A&R EVG License Agreement or any corresponding section of any other Ancillary Agreement.

Indemnification by JT. JT shall indemnify and hereby agrees to defend, hold harmless and indemnify (collectively “Indemnify”) Gilead and its Affiliates, and their respective agents, directors, officers and employees (collectively, the “Gilead Indemnified PartiesIndemnitees”), ) from and against any and all liabilities, judgments, claims, settlements, expenses or losses, damages, fees, liens, Taxes, penalties, obligations including without limitation reasonable legal expenses and expenses (including reasonable attorneys’ fees and expenses and costs and expenses of investigation) (collectively, collectively “Losses”) incurred or sufferedin each case resulting from Third Party suits, claims, actions and demands (each, a “Third Party Claim”) arising directly or indirectly, by any such Person arising from, by reason indirectly out of or in connection with: 10.1.1 any (i) a breach or inaccuracy of any representation of JT’s obligations under this Agreement, including without limitation JT’s representations and warranties or warranty covenants pursuant to Article 10 (other than those set forth in the Master Agreement or any Ancillary Agreement); or (ii) (A) the research, development, or use of Compounds or Products by JT or its Affiliates anywhere in this Agreement the world, or (it being acknowledged B) the sale, offer for sale or importation of Compound or Products by JT or its Affiliates or Third Party licensees conducted in Japan and agreed by to the Parties thatextent that such sale, offer for purposes of sale or importation is conducted prior to January 1, 2019. JT’s obligation to Indemnify the right to indemnification Gilead Indemnitees pursuant to this Section 10.1.1, the representations and warranties of JT contained in this Agreement shall not be deemed qualified by any references herein or therein to materiality or to whether or not any such breach results, has resulted or could reasonably be expected to result in a Material Adverse Effect); 10.1.2 any failure by JT to duly and timely perform or fulfill any of its covenants or agreements required to be performed by JT under this Agreement; 10.1.3 any Excluded Liability; 10.1.4 any Transfer Taxes allocated to JT pursuant to Section 9.2.7.2; 10.1.5 any claim by a Third Party that any part of the Transactions constitutes a breach, default or event of default under any contract or agreement between such Third Party and JT or its Affiliates, or is otherwise in contravention of any right of or obligation to such Third Party; provided, however that such claim is not due to the action or inaction of Gilead or its Affiliates. 10.1.6 JT’s obligation to indemnify the Gilead Indemnified Parties pursuant to this Section 10.1 11.1 shall not apply to the extent that any such Losses (aA) arise from the negligence or intentional misconduct of any Gilead Indemnified PartyIndemnitee; (bB) arise from any breach by Gilead of this Agreement or any Ancillary Supply Agreement (including without limitation any such breach that results in any defect in Compound or Products or failure of Compound or Products to conform to relevant specifications arising out of Gilead’s failure to manufacture and supply, or to have manufactured and supplied Compound or Product to JT in compliance with any Supply Agreement); or (cC) are Losses for which Gilead is obligated to indemnify Indemnify the JT Indemnified Parties Indemnitees pursuant to Section 10.3, Section 11.2 of the A&R EVG License Agreement or any corresponding section of any other Ancillary Agreement11.2.

Indemnification by JT. JT shall indemnify and hereby agrees to defend, hold harmless and indemnify (collectively “Indemnify”) Gilead and its Affiliates, and their respective agents, directors, officers and employees (collectively, the “Gilead Indemnified PartiesIndemnitees”), ) from and against any and all liabilities, judgments, claims, settlements, expenses and/or losses, damages, fees, liens, Taxes, penalties, obligations including without limitation reasonable legal expenses and expenses (including reasonable attorneys’ fees and expenses and costs and expenses of investigation) (collectively, collectively “Losses”) incurred or sufferedin each case resulting from Third Party suits, claims, actions and demands (each, a “Third Party Claim”) arising directly or indirectly, by any such Person arising from, by reason indirectly out of or in connection with: 10.1.1 any (i) a breach or inaccuracy of any representation of JT’s obligations under this Agreement, including without limitation JT’s representations and warranties or warranty covenants pursuant to Article 10; (ii) the research, development, use, sale, offer for sale or importation of Compound and/or Products by JT or its Affiliates or Third Party licensees in this Agreement the JT Territory, or (it being acknowledged and agreed iii) the research, development, use, sale, offer for sale or importation of Compound and/or Products by JT or its Affiliates or Third Party licensees. JT’s obligation to Indemnify the Parties that, for purposes of the right to indemnification Gilead Indemnitees pursuant to this Section 10.1.1, the representations and warranties of JT contained in this Agreement shall not be deemed qualified by any references herein or therein to materiality or to whether or not any such breach results, has resulted or could reasonably be expected to result in a Material Adverse Effect); 10.1.2 any failure by JT to duly and timely perform or fulfill any of its covenants or agreements required to be performed by JT under this Agreement; 10.1.3 any Excluded Liability; 10.1.4 any Transfer Taxes allocated to JT pursuant to Section 9.2.7.2; 10.1.5 any claim by a Third Party that any part of the Transactions constitutes a breach, default or event of default under any contract or agreement between such Third Party and JT or its Affiliates, or is otherwise in contravention of any right of or obligation to such Third Party; provided, however that such claim is not due to the action or inaction of Gilead or its Affiliates. 10.1.6 JT’s obligation to indemnify the Gilead Indemnified Parties pursuant to this Section 10.1 11.1 shall not apply to the extent that any such Losses (aA) arise from the negligence or intentional misconduct of any Gilead Indemnified PartyIndemnitee; (bB) arise from any breach by Gilead of this Agreement or any Ancillary Supply Agreement (including without limitation any such breach that results in any defect in Compound and/or Products or failure of Compound and/or Products to conform to relevant specifications arising out of Gilead’s failure to manufacture and supply, or to have manufactured and supplied, Compound and/or Product to JT in compliance with any Supply Agreement); or (cC) are Losses for which Gilead is obligated to indemnify Indemnify the JT Indemnified Parties Indemnitees pursuant to Section 10.3, Section 11.2 of the A&R EVG License Agreement or any corresponding section of any other Ancillary Agreement11.2.