Indemnification by Lian. Lian will defend, indemnify and hold harmless Lyra, its Affiliates, and each of their respective directors, officers, employees and agents (each, a “Lyra Indemnified Party”) from, against and in respect of any and all Third Party Losses incurred or suffered by any Lyra Indemnified Party to the extent resulting from or relating to: (a) any breach of any representation or warranty made by Lian in this Agreement, or any breach by Lian of any obligation, covenant, or agreement in this Agreement, (b) the gross negligence or intentional misconduct of, or violation of Laws by, Lian, any of its Affiliates, Sublicensees, or contractors, or any of their respective directors, officers, employees, or agents, in performing Lian’s obligations or exercising Lian’s rights under this Agreement, (c) the Development, Manufacture, or Commercialization of the Licensed Product by or on behalf of Lian or its Affiliates or Sublicensees (other than Lyra) or contractors; or (d) Lian’s or its Affiliate’s status as an applicant or a holder of any Regulatory Approval for the Licensed Products; provided, however, that Lian’s obligations pursuant to this Section 10.2 (Indemnification by Lian) will not apply to the extent such Third Party Losses result from Third Party Losses for which Lyra has an obligation to indemnify Lian pursuant to Section 10.1 (Indemnification by Lyra).
Appears in 2 contracts
Samples: License and Collaboration Agreement (Lyra Therapeutics, Inc.), License and Collaboration Agreement (LianBio)
Indemnification by Lian. Lian will defend, indemnify and hold harmless LyraLandos, its Affiliates, and each of their respective directors, officers, employees and agents (each, a “Lyra Landos Indemnified Party”) from, against and in respect of any and all Third Party Losses incurred or suffered by any Lyra Landos Indemnified Party to the extent resulting arising from or relating to: (a) any breach of any representation or warranty made by Lian in this Agreement, or any breach by Lian of any obligation, covenant, or agreement in this Agreement, (b) the gross negligence or intentional misconduct of, or violation of Laws by, Lian, any of its Affiliates, Sublicensees, or contractors, or any of their respective directors, officers, employees, or agents, in performing Lian’s obligations or exercising Lian’s rights under this Agreement, or (c) the Development, Manufacture, or Commercialization of the Licensed Product by or on behalf of Lian or its Affiliates or Sublicensees (other than LyraLandos) or contractors; or (d) Lian’s or its Affiliate’s status as an applicant or a holder of any Regulatory Approval for the Licensed Products; provided, however, that Lian’s obligations pursuant to this Section 10.2 (Indemnification by Lian) will not apply to the extent such Third Party Losses result from Third Party Losses for which Lyra Landos has an obligation to indemnify Lian pursuant to Section 10.1 (Indemnification by LyraLandos).
Appears in 2 contracts
Samples: License and Collaboration Agreement (Landos Biopharma, Inc.), License and Collaboration Agreement (LianBio)