Common use of Indemnification by Licensee Clause in Contracts

Indemnification by Licensee. Licensee agrees to indemnify, hold harmless and defend Ipsen and its Affiliates and their respective directors, officers, employees and agents (collectively, the “Ipsen Indemnitees”) from and against any and all Losses that any Ipsen Indemnitee becomes legally obligated to pay to a third party, because of any claim or claims against such Ipsen Indemnitee to the extent that such claim or claims arise out of or resulted from (i) a material breach of a representation or warranty or covenant by Licensee under Article 13, (ii) a material breach by Licensee of any of its obligations under this Agreement or the Clinical Supply Agreements, (iii) the making, use, research, development, handling or commercialization of any Licensed Product by or on behalf of Licensee or any of its Affiliates, Sublicensees or Contractors, or any of their respective employees or agents or (v) the gross negligence or willful misconduct of Licensee or its Affiliates or Contractors, or any of their respective employees or agents; provided, however, that Licensee shall not be required to indemnify the Ipsen Indemnitees for any Losses pursuant to this Section 15.2 to the extent that (1) such Losses arise from Xxxxx’x material breach of any of its obligations under this Agreement or the Clinical Supply Agreements, (2) such Losses arise or result from the gross negligence or willful misconduct of Ipsen or any of its Affiliates or contractors, or any of their respective agents or employees, (3) such Losses arise or result from the manufacture and supply of Licensed Product by or on behalf of Ipsen pursuant to this Agreement or the Clinical Supply Agreements, (4) such Losses arise or result from any Infringement of the patent rights or other intellectual property rights of any third party as a result of the use or practice of Ipsen Licensed Technology by Licensee or any of its Affiliates, Sublicensees or Contractors in accordance with the provisions of this Agreement or (5) Licensee’s liability for such Losses is limited pursuant to Section 15.4.

Indemnification by Licensee. Licensee agrees to indemnifyshall indemnity MedImmune, hold harmless and defend Ipsen its Affiliates, its or their (sub)licensees and its Affiliates and their respective directors, officers, employees and agents (collectivelyand defend and save each of them harmless, the “Ipsen Indemnitees”) from and against any and all Losses that losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses), (collectively, “Losses”) in connection with any Ipsen Indemnitee becomes legally obligated to pay to and all suits, investigations, claims or demands of Third Parties (collectively, “Third Party Claims”) arising from or occurring as a third party, because of any claim or claims against such Ipsen Indemnitee to the extent that such claim or claims arise out of or resulted from result of: (i) a material breach of a representation or warranty or covenant by Licensee under Article 13, (ii) a material the breach by Licensee of any of its obligations under this Agreement or the Clinical Supply Agreements, Agreement; (iii) the making, use, research, development, handling or commercialization of any Licensed Product by or on behalf of Licensee or any of its Affiliates, Sublicensees or Contractors, or any of their respective employees or agents or (vii) the gross negligence or willful misconduct on the part of Licensee or its Affiliates or Contractors, its or any of their Sublicensees or its or their distributors or contractors or its or their respective directors, officers, employees or agents; provided, however, that Licensee shall not be required to indemnify the Ipsen Indemnitees for any Losses pursuant to this Section 15.2 to the extent that (1) such Losses arise from Xxxxx’x material breach of any of agents in performing its or their obligations under this Agreement Agreement; or (iii) the Clinical Supply Agreements, (2) such Losses arise or result from the gross negligence or willful misconduct of Ipsen Exploitation by Licensee or any of its Affiliates or contractorsits or their Sublicensees or its or their distributors or contractors of any Licensed Product or the Licensed Compound in or for the Territory, or any except, in each case ((i), (ii) and (iii)), for those Losses for which MedImmune has an obligation to indemnify Licensee pursuant to Section 9.2 hereof, as to which Losses each Party shall indemnify the other to the extent of their respective agents or employeesliability. hereof, (3) such as to which Losses arise or result from each Party shall indemnify the manufacture and supply other to the extent of Licensed Product by or on behalf their respective liability. Confidential Portions of Ipsen this Exhibit marked as [***] have been omitted pursuant to this Agreement or the Clinical Supply Agreements, (4) such Losses arise or result from any Infringement of the patent rights or other intellectual property rights of any third party as a result of the use or practice of Ipsen Licensed Technology by Licensee or any of its Affiliates, Sublicensees or Contractors in accordance request for confidential treatment and have been filed separately with the provisions of this Agreement or (5) Licensee’s liability for such Losses is limited pursuant to Section 15.4Securities and Exchange Commission.

Indemnification by Licensee. Subject to the provisions of Section 13.3 below, Licensee agrees to shall defend, indemnify, and hold harmless and defend Ipsen TradeBlock and its Affiliates affiliates, and their respective directors, officers, employees employees, agents and agents (collectivelyrepresentatives, the “Ipsen Indemnitees”) from and against any and all Losses damages, liabilities, costs and losses of any kind (including reasonable attorneys’ fees) (collectively, “Losses”) to the extent arising out any third-party claim (each, a “Claim”) that arises out of or relates to any Ipsen Indemnitee becomes legally obligated of the following: (a) any use by or on behalf of Licensee of any Licensed Index furnished hereunder in breach of this Agreement (including any actual violation of any Applicable Law, or any third-party allegation of a violation of any Applicable Law, is alleged to pay or actually arising out of or resulting from such use), except in all cases to the extent of any Claim subject to Section 13.2(a) below; (b) any materials or other content Certain confidential information contained in this document, marked by [**], has been omitted because the Registrant has determined that the information (i) is not material and (ii) would likely cause competitive harm to the Registrant if publicly disclosed. Certain confidential information contained in this document, marked by [**], has been omitted because the Registrant has determined that the information (i) is not material and (ii) would likely cause competitive harm to the Registrant if publicly disclosed. CoinDesk Indices, Inc. 000 Xxxx Xxxxxx Xxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 furnished to TradeBlock by Licensee hereunder, or any use thereof by or on behalf of TradeBlock solely as authorized under this Agreement, to the extent such use is alleged (by a third party) or actually infringes upon, because of violates, or misappropriates any claim or claims against such Ipsen Indemnitee to the extent that such claim or claims arise out of or resulted from (i) a material breach Intellectual Property Rights of a representation third party; or warranty or covenant by Licensee under Article 13, (iic) a material any breach by Licensee of any of its obligations representations, warranties or covenants under this Agreement or except in all cases to the Clinical Supply Agreements, (iii) the making, use, research, development, handling or commercialization extent arising out of any Licensed Product by or on behalf of Licensee or any of its Affiliates, Sublicensees or Contractors, or any of their respective employees or agents or (v) the TradeBlock’s gross negligence or willful misconduct of Licensee or its Affiliates or Contractors, or any of their respective employees or agents; provided, however, that Licensee shall not be required to indemnify the Ipsen Indemnitees for any Losses pursuant to this Section 15.2 to the extent that (1) such Losses arise from Xxxxx’x material breach of any of its obligations under this Agreement or the Clinical Supply Agreements, (2) such Losses arise or result from the gross negligence or willful misconduct of Ipsen or any of its Affiliates or contractors, or any of their respective agents or employees, (3) such Losses arise or result from the manufacture and supply of Licensed Product by or on behalf of Ipsen pursuant to this Agreement or the Clinical Supply Agreements, (4) such Losses arise or result from any Infringement of the patent rights or other intellectual property rights of any third party as a result of the use or practice of Ipsen Licensed Technology by Licensee or any of its Affiliates, Sublicensees or Contractors in accordance with the provisions of this Agreement or (5) Licensee’s liability for such Losses is limited pursuant to Section 15.4misconduct.

Indemnification by Licensee. Licensee hereby agrees to defend, indemnify, and hold harmless and defend Ipsen Takeda and its Affiliates Affiliates, and each of their respective directors, officers, employees employees, agents and agents representatives (collectivelyeach, the a “Ipsen IndemniteesTakeda Indemnitee”) from and against any and all Losses that claims, suits, actions, demands or other proceedings brought by any Ipsen Third Party (each, a “Claim”) and all liabilities, expenses, damages, or losses, including reasonable legal expense and attorneys’ fees (collectively, “Losses”), to which any Takeda Indemnitee becomes legally obligated to pay to may become subject as a third party, because result of any claim or claims against such Ipsen Indemnitee Claim to the extent that such claim Claim arise or claims arise out of or resulted from result from: (ia) a material breach of a representation or warranty or covenant the practice by Licensee or its Affiliate of any license granted to it under Article 133 (License Grants); (b) the Exploitation of the Licensed Compounds or Licensed Products in the Field in the Licensee Territory, or the Development of the Licensed Compounds or Licensed Products in the Men’s Health Field in the Takeda Territory, in each case, by or on behalf of Licensee, its Affiliate, or its Sublicensee; (iic) a material the breach by Licensee of any of its obligations under warranty, representation, covenant, or agreement made by Licensee in this Agreement or the Clinical Supply Agreements, Agreement; (iiid) the makingnegligence, usegross negligence or willful misconduct of Licensee, researchits Affiliate, developmentor its Sublicensee, handling or commercialization of any Licensed Product officer, director, employee, agent, or representative thereof; and (e) the failure to comply with Applicable Law by or on behalf of Licensee or any of its Affiliatesin connection with the Licensed Compound, Sublicensees or ContractorsLicensed Products, or any this Agreement; except, with respect to each of their respective employees subsections (a) through (e) above, to the extent such Losses arise directly or agents or (v) indirectly from the negligence, gross negligence negligence, or willful misconduct of Licensee any Takeda Indemnitee or its Affiliates or Contractorsthe breach by Takeda of any warranty, representation, covenant, or any of their respective employees or agents; provided, however, that Licensee shall not be required to indemnify the Ipsen Indemnitees for any Losses pursuant to agreement made by Takeda in this Section 15.2 to the extent that (1) such Losses arise from Xxxxx’x material breach of any of its obligations under this Agreement or the Clinical Supply Agreements, (2) such Losses arise or result from the gross negligence or willful misconduct of Ipsen or any of its Affiliates or contractors, or any of their respective agents or employees, (3) such Losses arise or result from the manufacture and supply of Licensed Product by or on behalf of Ipsen pursuant to this Agreement or the Clinical Supply Agreements, (4) such Losses arise or result from any Infringement of the patent rights or other intellectual property rights of any third party as a result of the use or practice of Ipsen Licensed Technology by Licensee or any of its Affiliates, Sublicensees or Contractors in accordance with the provisions of this Agreement or (5) Licensee’s liability for such Losses is limited pursuant to Section 15.4Agreement.

Indemnification by Licensee. Licensee agrees to shall indemnify, defend, and hold harmless and defend Ipsen and Inhibrx, its Affiliates and its and their respective directorsagents, officersemployees, employees officers and agents directors (collectively, the each a “Ipsen IndemniteesInhibrx Indemnitee”) harmless from and against any and all Losses that Third Party claims, suits, actions, demands, judgments, liabilities, expenses, or losses, including reasonable legal expenses and attorneys’ fees (collectively, “Inhibrx Losses”) to which any Ipsen Inhibrx Indemnitee becomes legally obligated to pay to a third party, because of any claim or claims against such Ipsen Indemnitee may become subject to the extent that such claim Inhibrx Losses are directly or claims indirectly caused by or otherwise arise out of or resulted from in connection with: (ia) a material breach of a representation or warranty or covenant the performance by Licensee under Article 13(or its Affiliates, (iisublicensees or subcontractors) a material breach by Licensee of any of its Licensee’s obligations under this Agreement or the Clinical Supply Agreements, Agreement; (iiib) the makingpractice by Licensee, useits Affiliates or its sublicensees of any license or sublicense granted to Licensee hereunder, through the manufacture, research, development, handling use, sale, offer for sale, exportation, or commercialization importation of any Licensed a Product or otherwise; (c) the manufacture, use, handling, storage, importation, exportation, sale, or other disposition by or on behalf of Licensee or any of Licensee, its Affiliates, Sublicensees sublicensees, subcontractors or Contractorsdistributors of Product(s); (d) the use by a Third Party of any Product sold or otherwise provided by Licensee, its Affiliates, sublicensees, subcontractors or distributors; (e) a breach by Licensee or its Affiliates of any of their respective employees covenant, representation, warranty or agents other agreement made by Licensee in this Agreement; or (vf) the gross negligence or willful misconduct of (1) Licensee or its Affiliates or Contractors(2) Licensee’s sublicensees, subcontractors, distributors or any agents acting in connection with the matters that are subject of their respective employees or agentsthis Agreement; providedexcept, howeverin each case, that Licensee shall not be required to indemnify the Ipsen Indemnitees for any Losses pursuant to this Section 15.2 to the extent that such Inhibrx Losses result from: (1i) such Losses arise from Xxxxx’x material the breach by Inhibrx, its Affiliates, sublicensees or subcontractors of any of its obligations under covenant, representation, warranty or other agreement made by Inhibrx in this Agreement Agreement; or (ii) the Clinical Supply Agreements, (2) such Losses arise or result from the gross negligence or willful misconduct of Ipsen or any of its Affiliates or contractors, or any of their respective agents or employees, (3) such Losses arise or result from the manufacture and supply of Licensed Product by or on behalf of Ipsen pursuant to this Agreement or the Clinical Supply Agreements, (4) such Losses arise or result from any Infringement of the patent rights or other intellectual property rights of any third party as a result of the use or practice of Ipsen Licensed Technology by Licensee or any of its Affiliates, Sublicensees or Contractors in accordance with the provisions of this Agreement or (5) Licensee’s liability for such Losses is limited pursuant to Section 15.4Inhibrx Indemnitee.

Indemnification by Licensee. Licensee agrees to indemnify, hold harmless and defend Ipsen ImmunoGen and its Affiliates Affiliates, and their respective officers, directors, officersemployees, employees contractors, agents and agents assigns (collectively, the “Ipsen ImmunoGen Indemnitees”) ), from and against any and all Losses that any Ipsen Indemnitee becomes legally obligated to pay to a third party, because of any claim or claims against such Ipsen Indemnitee Claims to the extent that such claim arising or claims arise out of or resulted from resulting from: (ia) a material breach the Development of a representation Product by Licensee, its Affiliates, subcontractors or warranty or covenant by Licensee under Article 13Sublicensees, (iib) the Commercialization of a material Product by Licensee, its Affiliates, subcontractors or Sublicensees, (c) the negligence, recklessness or wrongful intentional acts or omissions of Licensee, its Affiliates, subcontractors or Sublicensees, except to the extent caused by a breach by ImmunoGen or any of its Affiliates of any of ImmunoGen’s obligations, representations, warranties or covenants set forth in this Agreement, or ImmunoGen’s, or its Affiliates’ negligence, recklessness or intentional acts, or the negligence, recklessness or intentional acts of any Third Party direct licensee (other than Licensee’s Sublicensees or subcontractors under this Agreement) of the Licensed Technology acting within the scope of such license with ImmunoGen, (d) breach by Licensee of any of its obligations under this Agreement representation, warranty or the Clinical Supply Agreements, (iii) the making, use, research, development, handling or commercialization of any Licensed Product by or on behalf of Licensee or any of its Affiliates, Sublicensees or Contractors, or any of their respective employees or agents or (v) the gross negligence or willful misconduct of Licensee or its Affiliates or Contractors, or any of their respective employees or agents; provided, however, that Licensee shall not be required to indemnify the Ipsen Indemnitees for any Losses pursuant to this Section 15.2 to the extent that (1) such Losses arise from Xxxxx’x material breach of any of its obligations under this Agreement or the Clinical Supply Agreements, (2) such Losses arise or result from the gross negligence or willful misconduct of Ipsen or any of its Affiliates or contractors, or any of their respective agents or employees, (3) such Losses arise or result from the manufacture and supply of Licensed Product by or on behalf of Ipsen pursuant to this Agreement or the Clinical Supply Agreements, (4) such Losses arise or result from any Infringement of the patent rights or other intellectual property rights of any third party covenant as a result of the use or practice of Ipsen Licensed Technology by Licensee or any of its Affiliates, Sublicensees or Contractors set forth in accordance with the provisions of this Agreement or (5e) Licensee’s liability breach by Licensee of the scope of the license set forth in Sections 2.1. As used herein, “Claims” means collectively, any and all demands , claims, actions and proceedings (whether criminal or civil, in contract, tort or otherwise) asserted or brought by any Third Party for such Losses is limited pursuant to Section 15.4losses, damages, liabilities, costs and expenses (including attorneys’ fees).

Indemnification by Licensee. Licensee agrees to shall indemnify, defend, and hold harmless and defend Ipsen and Inhibrx, its Affiliates and its and their respective directorsagents, officersemployees, employees officers and agents directors (collectively, the each a “Ipsen IndemniteesInhibrx Indemnitee”) harmless from and against any and all Losses that Third Party claims, suits, actions, demands, judgments, liabilities, expenses, or losses, including reasonable legal expenses and attorneys’ fees (collectively, “Inhibrx Losses”) to which any Ipsen Inhibrx Indemnitee becomes legally obligated to pay to a third party, because of any claim or claims against such Ipsen Indemnitee may become subject to the extent that such claim Inhibrx Losses are directly or claims indirectly caused by or otherwise arise out of or resulted from in connection with: (ia) a material breach of a representation or warranty or covenant the performance by Licensee under Article 13(or its Affiliates, (iisublicensees or subcontractors) a material breach by Licensee of any of its Licensee’s obligations under this Agreement or the Clinical Supply Agreements, Agreement; (iiib) the makingpractice by Licensee, useits Affiliates or its sublicensees of any license or sublicense granted to Licensee hereunder, through the manufacture, research, development, handling use, sale, offer for sale, exportation, or commercialization importation of a Licensed Product or otherwise; (c) the manufacture, use, handling, storage, importation, exportation, sale, or other disposition by Licensee, its Affiliates, sublicensees, subcontractors or distributors of Licensed Product(s); (d) the use by a Third Party of any Licensed Product sold or otherwise provided by or on behalf of Licensee or any of Licensee, its Affiliates, Sublicensees sublicensees, subcontractors or Contractorsdistributors; (e) a breach by Licensee or its Affiliates of any covenant, representation, warranty or any of their respective employees or agents other agreement made by Licensee in this Agreement; or (vf) the gross negligence or willful misconduct of (1) Licensee or its Affiliates or Contractors(2) Licensee’s sublicensees, subcontractors, distributors or any agents acting in connection with the matters that are subject of their respective employees or agentsthis Agreement; providedexcept, howeverin each case, that Licensee shall not be required to indemnify the Ipsen Indemnitees for any Losses pursuant to this Section 15.2 to the extent that such Inhibrx Losses result from: (1i) such Losses arise from Xxxxx’x material the breach by Inhibrx, its Affiliates, sublicensees or subcontractors of any of its obligations under covenant, representation, warranty or other agreement made by Inhibrx in this Agreement Agreement; or (ii) the Clinical Supply Agreements, (2) such Losses arise or result from the gross negligence or willful misconduct of Ipsen or any of its Affiliates or contractors, or any of their respective agents or employees, (3) such Losses arise or result from the manufacture and supply of Licensed Product by or on behalf of Ipsen pursuant to this Agreement or the Clinical Supply Agreements, (4) such Losses arise or result from any Infringement of the patent rights or other intellectual property rights of any third party as a result of the use or practice of Ipsen Licensed Technology by Licensee or any of its Affiliates, Sublicensees or Contractors in accordance with the provisions of this Agreement or (5) Licensee’s liability for such Losses is limited pursuant to Section 15.4Inhibrx Indemnitee.

Indemnification by Licensee. Licensee hereby agrees to indemnifydefend, indemnify and hold harmless and defend Ipsen Takeda and its Affiliates Affiliates, and each of their respective directors, officers, employees employees, agents and agents representatives (collectivelyeach, the a “Ipsen IndemniteesTakeda Indemnitee”) from and against any and all Losses that claims, suits, actions, demands, liabilities, expenses and/or loss, including reasonable legal expense and attorneys’ fees (collectively, the “Losses”), to which any Ipsen Takeda Indemnitee becomes legally obligated to pay to may become subject as a third party, because result of any claim claim, demand, action or claims against such Ipsen Indemnitee other proceeding by any Third Party (each, a “Claim”) to the extent that such claim Losses arise directly or claims arise indirectly out of or resulted from of: (i) a material breach of a representation or warranty or covenant the practice by Licensee or its Affiliate of any license granted to it under Article 13, 4; (ii) a material the use, handling, storage, sale or other disposition of the Compound or the Product by Licensee or its Affiliate or (Sub)licensee, including any use of the Compound or the Product for Development and Commercialization; (iii) the breach by Licensee of any of its obligations under warranty, representation, covenant or agreement made by Licensee in this Agreement Agreement; or the Clinical Supply Agreements, (iiiiv) the makingnegligence, use, research, development, handling or commercialization of any Licensed Product by or on behalf of Licensee or any of its Affiliates, Sublicensees or Contractors, or any of their respective employees or agents or (v) the gross negligence or willful misconduct of Licensee Licensee, its Affiliate or its Affiliates or Contractors(Sub)licensee, or any officer, director, employee, agent or representative thereof; except, with respect to each of their respective employees or agents; providedsubsections (i) through (iv) above, however, that Licensee shall not be required to indemnify the Ipsen Indemnitees for any Losses pursuant to this Section 15.2 to the extent that (1) such Losses arise from Xxxxx’x material breach of any of its obligations under this Agreement directly or the Clinical Supply Agreements, (2) such Losses arise or result indirectly from the negligence, gross negligence or willful misconduct of Ipsen any Takeda Indemnitee or the breach by Takeda of any of its Affiliates warranty, representation, covenant or contractorsagreement made by Takeda in this Agreement, or any of their respective agents or employees, (3) such Losses arise or result from the manufacture and supply of Licensed Product by or on behalf of Ipsen pursuant are subject to this Agreement or the Clinical Supply Agreements, (4) such Losses arise or result from any Infringement of the patent rights or other intellectual property rights of any third party as a result of the use or practice of Ipsen Licensed Technology by Licensee or any of its Affiliates, Sublicensees or Contractors in accordance with the provisions of this Agreement or (5) LicenseeTakeda’s liability for such Losses is limited indemnification obligations pursuant to Section 15.415.2.

Indemnification by Licensee. Licensee agrees to shall indemnify, defend and hold harmless and defend Ipsen Somaxon and its Affiliates and each of their respective directorsemployees, officers, employees directors and agents (collectively, the “Ipsen Somaxon Indemnitees”) harmless from and against any and all Losses that any Ipsen Indemnitee becomes legally obligated to pay to a third partyliabilities, because obligations, claims, demands, judgments, losses, costs, damages, expenses, fines, royalties, governmental penalties or punitive damages, interest, settlement amounts, awards and judgments (including reasonable legal fees and expenses) (collectively, “Losses”) arising out of any claim Third Party claim, suit or claims against such Ipsen Indemnitee to the extent that such claim or claims arise proceeding arising out of or resulted from related to: (ia) a the negligence, reckless or wilful misconduct of any Licensee Indemnitee in performing Licensee’s obligations under this Agreement or otherwise in the seeking, obtaining or maintaining any Regulatory Approval or in Commercialization; (b) any material breach or violation by any Licensee Indemnitee of, or failure to perform by any Licensee Indemnitee of, any representation, warranty, covenant, or other obligation in this Agreement, unless waived in writing by Somaxon; (c) any material violation of a representation or warranty or covenant applicable Law by any Licensee under Article 13, (ii) a material breach by Licensee of any of Indemnitee in connection with performing its obligations under this Agreement or otherwise in the Clinical Supply Agreementsseeking, obtaining or maintenance of any Regulatory Approval or Commercialization; (iiid) any claim or liability arising from Licensee’s exploitation of the licenses granted under this Agreement; (e) any actions of any Licensee Indemnitee, including a Sales Representative or scientific liaison, including any false or misleading representations to professionals, customers, or others regarding any Somaxon Indemnitee or the Licensed Product; (f) any decision taken hereunder as to which Licensee has final decision-making authority; or (g) the makingcontent of the Promotional Materials; excluding, usein each case, researchany Loss for which Somaxon has an obligation to indemnify an Licensee Indemnitee pursuant to Section 12.2 or pursuant to the Supply Agreement, development, handling or commercialization of any Licensed Product by or on behalf of Licensee or any of its Affiliates, Sublicensees or Contractors, or any as to which Loss each Party shall indemnify the other to the extent of their respective employees or agents or (v) the gross negligence or willful misconduct of Licensee or its Affiliates or Contractors, or any of their respective employees or agents; provided, however, that Licensee shall not be required to indemnify the Ipsen Indemnitees for any Losses pursuant to this Section 15.2 to the extent that (1) such Losses arise from Xxxxx’x material breach of any of its obligations under this Agreement or the Clinical Supply Agreements, (2) such Losses arise or result from the gross negligence or willful misconduct of Ipsen or any of its Affiliates or contractors, or any of their respective agents or employees, (3) such Losses arise or result from the manufacture and supply of Licensed Product by or on behalf of Ipsen pursuant to this Agreement or the Clinical Supply Agreements, (4) such Losses arise or result from any Infringement of the patent rights or other intellectual property rights of any third party as a result of the use or practice of Ipsen Licensed Technology by Licensee or any of its Affiliates, Sublicensees or Contractors in accordance with the provisions of this Agreement or (5) Licensee’s liability for such Losses is limited pursuant to Section 15.4Loss.

Indemnification by Licensee. Licensee hereby agrees to indemnifydefend, indemnify and hold harmless and defend Ipsen Takeda and its Affiliates Affiliates, and each of their respective directors, officers, employees employees, agents and agents representatives (collectivelyeach, the a “Ipsen IndemniteesTakeda Indemnitee”) from and against any and all Losses that claims, suits, actions, demands, liabilities, expenses and/or loss, including reasonable legal expense and attorneys’ fees (collectively, the “Losses”), to which any Ipsen Takeda Indemnitee becomes legally obligated to pay to may become subject as a third party, because result of any claim claim, demand, action or claims against such Ipsen Indemnitee other proceeding by any Third Party (each, a “Claim”) to the extent that such claim Losses arise directly or claims arise indirectly out of or resulted from of: (i) a material breach of a representation or warranty or covenant the practice by Licensee or its Affiliate of any license granted to it under Article 13, 4; (ii) a material the use, handling, storage, sale or other disposition of the Compound or the Product by Licensee or its Affiliate or sublicensee, including any use of the Compound or the Product for Development and Commercialization; (iii) the breach by Licensee of any of its obligations under warranty, representation, covenant or agreement made by Licensee in this Agreement Agreement; or the Clinical Supply Agreements, (iiiiv) the makingnegligence, use, research, development, handling or commercialization of any Licensed Product by or on behalf of Licensee or any of its Affiliates, Sublicensees or Contractors, or any of their respective employees or agents or (v) the gross negligence or willful misconduct of Licensee Licensee, its Affiliate or its Affiliates or Contractorssublicensee, or any officer, director, employee, agent or representative thereof; except, with respect to each of their respective employees or agents; providedsubsections (i) through (iv) above, however, that Licensee shall not be required to indemnify the Ipsen Indemnitees for any Losses pursuant to this Section 15.2 to the extent that (1) such Losses arise from Xxxxx’x material breach of any of its obligations under this Agreement directly or the Clinical Supply Agreements, (2) such Losses arise or result indirectly from the negligence, gross negligence or willful misconduct of Ipsen any Takeda Indemnitee or the breach by Takeda of any of its Affiliates warranty, representation, covenant or contractorsagreement made by Takeda in this Agreement, or any of their respective agents or employees, (3) such Losses arise or result from the manufacture and supply of Licensed Product by or on behalf of Ipsen pursuant are subject to this Agreement or the Clinical Supply Agreements, (4) such Losses arise or result from any Infringement of the patent rights or other intellectual property rights of any third party as a result of the use or practice of Ipsen Licensed Technology by Licensee or any of its Affiliates, Sublicensees or Contractors in accordance with the provisions of this Agreement or (5) LicenseeTakeda’s liability for such Losses is limited indemnification obligations pursuant to Section 15.415.2.

Indemnification by Licensee. Licensee agrees to indemnifyshall defend, indemnify and hold harmless and defend Ipsen Licensor and its Affiliates and each of their respective officers, directors, officersshareholders, employees employees, successors and agents assigns (collectively, the “Ipsen Licensor Indemnitees”) from and against all claims, allegations, suits, actions or proceedings asserted against any Licensor Indemnitee by any Third Parties, whether governmental or private (“Third Party Claims”), and all Losses that any Ipsen Indemnitee becomes legally obligated to pay to a third partyassociated Losses, because of any claim or claims against such Ipsen Indemnitee to the extent that such claim or claims arise arising out of or resulted from resulting from: (ia) a material breach of a representation the performance or warranty or covenant failure to perform by Licensee under Article 13(or any of its Affiliates, (iisublicensees, subcontractors or agents) a material breach by Licensee of any of its obligations under this Agreement or the Clinical Supply Agreements, Agreement; (iiib) the making, use, research, development, handling or commercialization of any Licensed Product by or on behalf of Licensee or any of its Affiliates, Sublicensees or Contractors, or any of their respective employees or agents or (v) the gross negligence or willful misconduct of Licensee or its Affiliates or Contractors, or any of their respective employees or agents; provided, however, that Licensee shall not be required to indemnify the Ipsen Indemnitees for any Losses pursuant to this Section 15.2 to the extent that (1) such Losses arise from Xxxxx’x a material breach of any of its obligations under this Agreement or the Clinical Supply Agreements, (2) such Losses arise or result from the gross negligence or willful misconduct of Ipsen or any of its Affiliates or contractors, or any of their respective agents or employees, (3) such Losses arise or result from the manufacture and supply of Licensed Product by or on behalf of Ipsen pursuant to this Agreement or the Clinical Supply Agreements, (4) such Losses arise or result from any Infringement of the patent rights or other intellectual property rights of any third party as a result of the use or practice of Ipsen Licensed Technology by Licensee or any of its Affiliates, Sublicensees sublicensees, subcontractors or Contractors in accordance with agents of any of Licensee’s representations, warranties, covenants or agreements under this Agreement; (c) the provisions Development or Commercialization of this Agreement the Product (including, without limitation any product liability claims relating thereto); or (5d) Licensee’s liability violation of Applicable Law by any Licensee Indemnitee; provided, however, that in all cases referred to in this Section 6.1, Licensee shall not be liable to indemnify Licensor for any Losses of Licensor to the extent that such Losses is limited of Licensor were caused by (i) the gross negligence or willful misconduct or intentional wrongdoing of Licensor or any of its Affiliates, subcontractors or agents, (ii) any breach by Licensor or any of its Affiliates, subcontractors or agents of Licensor’s representations, warranties, covenants or agreements under this Agreement, or (iii) matters for which Licensor has an obligation to indemnify any Licensee Indemnitee pursuant to Section 15.46.2.

Indemnification by Licensee. Licensee agrees to indemnify, hold harmless and defend Ipsen and its Affiliates and their respective directors, officers, employees and agents (collectively, the “Ipsen Indemnitees”) from and against any and all Losses that any Ipsen Indemnitee becomes legally obligated to pay to a third party, because of any claim or claims against such Ipsen Indemnitee to the extent that such claim or claims arise out of or resulted from (i) a material breach of a representation or warranty or covenant by Licensee under Article 13, (ii) a material breach by Licensee of any of its obligations under this Agreement or the Clinical Supply Agreements, (iii) the making, use, research, development, handling or commercialization of any Licensed Product by or on behalf of Licensee or any of its Affiliates, Sublicensees or Contractors, or any of their respective employees or agents or (v) the gross negligence or willful misconduct of Licensee or its Affiliates or Contractors, or any of their respective employees or agents; provided, however, that Licensee shall not be required to indemnify the Ipsen Indemnitees for any Losses pursuant to this Section 15.2 to the extent that (1) such Losses arise from Xxxxx’x material breach of any of its obligations under this Agreement or the Clinical Supply Agreements, (2) such Losses arise or result from the gross negligence or willful misconduct of Ipsen or any of its Affiliates or contractors, or any of their respective agents or employees, (3) such Losses arise or result from the manufacture and supply of Licensed Product by or on behalf of Ipsen pursuant to this Agreement or the Clinical Supply Agreements, (4) such Losses arise or result from any * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Infringement of the patent rights or other intellectual property rights of any third party as a result of the use or practice of Ipsen Licensed Technology by Licensee or any of its Affiliates, Sublicensees or Contractors in accordance with the provisions of this Agreement or (5) Licensee’s liability for such Losses is limited pursuant to Section 15.4.

Indemnification by Licensee. Licensee hereby agrees to indemnifysave, defend, indemnify and hold harmless and defend Ipsen and Licensor, its Affiliates Affiliates, its and their respective officers, directors, officersmembers, employees managers, agents, employees, successors and agents assigns (collectively, the “Ipsen Licensor Indemnitees”) from and against any and all Losses that losses, damages, liabilities, expenses and costs (including reasonable legal expense and attorneys fees, including on appeal), as incurred (“Losses”), to which any Ipsen Licensor Indemnitee becomes legally obligated to pay to is or may become subject as a third party, because result of any claim actual or claims against such Ipsen Indemnitee threatened claim, demand, action, suit, cause of action, or other proceeding by any Third Party (each, a “Claim”) to the extent that such claim or claims Losses arise out of or resulted from relate to (ia) the gross negligence or willful misconduct of Licensee, any Related Party and/or their respective officers, directors, employees, consultants, agents and assigns (collectively, the “Licensee Entities” and each, individually, a material breach of a representation or warranty or covenant by “Licensee under Article 13Entity”), (iib) a material the breach by Licensee of any of its obligations under warranty, representation, covenant or agreement made by Licensee in this Agreement Agreement, or the Clinical Supply Agreements, (iiic) the makingdevelopment, manufacture, use, researchhandling, developmentstorage, handling sale, offer for sale, import or commercialization of any Licensed Product other disposition by or on behalf of Licensee or any of its Affiliates, Sublicensees Related Parties or Contractorsany other Licensee Entity of any Compound or Product, or any other exercise of their respective employees the license granted to Licensee pursuant to Section 2.1 by or agents or (v) the gross negligence or willful misconduct on behalf of Licensee or its Affiliates or Contractors, or any of their respective employees or agents; provided, however, that Licensee shall not be required to indemnify the Ipsen Indemnitees for any Losses pursuant to this Section 15.2 to the extent that (1) such Losses arise from Xxxxx’x material breach of any of its obligations under this Agreement Related Parties or the Clinical Supply Agreements, (2) any other Licensee Entity; except in cases in which such Losses arise or result have resulted solely from the gross negligence or willful misconduct of Ipsen or any of its Affiliates or contractors, or any of their respective agents or employees, (3) such Losses arise or result from the manufacture and supply of Licensed Product by or on behalf of Ipsen pursuant to this Agreement Licensor Indemnitee or the Clinical Supply Agreements, (4) such Losses arise or result from any Infringement of the patent rights or other intellectual property rights breach by Licensor of any third party as a result of the use warranty, representation, covenant or practice of Ipsen Licensed Technology agreement made by Licensee or any of its Affiliates, Sublicensees or Contractors Licensor in accordance with the provisions of this Agreement or (5) Licensee’s liability for such Losses is limited pursuant to Section 15.4Agreement.

Indemnification by Licensee. Licensee agrees and SpringWorks agree to indemnify, hold harmless and defend Ipsen Pfizer and its Affiliates Affiliates, and their respective officers, directors, officersemployees, employees contractors, agents and agents assigns (collectively, the “Ipsen Pfizer Indemnitees”) ), from and against any and all Losses that Third Party’s Claims to the extent arising or resulting from (a) the Exploitation or any Ipsen Indemnitee becomes legally obligated to pay to other use of a third partyCompound or Product by Licensee, because its Affiliates, subcontractors or sublicensees, (b) the negligence, recklessness or wrongful intentional acts or omissions of Licensee, its Affiliates, subcontractors or sublicensees under this Agreement, (c) breach by Licensee of any claim representation, warranty or claims against such Ipsen Indemnitee covenant as set forth in this Agreement, or (d) breach by Licensee of the scope of the license set forth in Section 2.1, except, in each instance, to the extent that such claim or claims arise out of Claim arose or resulted from (i) a material breach of a representation or warranty or covenant by Licensee under Article 13, (ii) a material breach by Licensee of any of its obligations under this Agreement or the Clinical Supply Agreements, (iii) the making, use, research, development, handling or commercialization of any Licensed Product by or on behalf of Licensee or any of its Affiliates, Sublicensees or Contractors, or any of their respective employees or agents or (v) the gross negligence or willful misconduct of Licensee or its Affiliates or Contractors, or any of their respective employees or agents; provided, however, that Licensee shall not be required to indemnify the Ipsen Indemnitees for any Losses pursuant to this Section 15.2 to the extent that (1) such Losses arise from Xxxxx’x material breach of any of its obligations under this Agreement or the Clinical Supply Agreements, (2) such Losses arise or result from the gross negligence or willful misconduct by any Pfizer Indemnitee; provided, however, that, if SpringWorks ceases to be Licensee’s Parent and it has assigned its obligations under this Article 11 to the Third Party involved in a Change of Ipsen or any Control of its Affiliates or contractors, or any of their respective agents or employees, (3) such Losses arise or result from the manufacture and supply of Licensed Product by or on behalf of Ipsen pursuant to this Agreement or the Clinical Supply Agreements, (4) such Losses arise or result from any Infringement of the patent rights or other intellectual property rights of any third party as a result of the use or practice of Ipsen Licensed Technology by Licensee or one of such Third Party’s Affiliates (mutatis mutandis), then SpringWorks shall no longer have any of its Affiliatesobligations under this Article 11. As used herein, Sublicensees “Claims” means collectively, any and all demands, claims, actions and proceedings (whether criminal or Contractors civil, in accordance contract, tort or otherwise) for losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees sought by the relevant Third Party in connection with such demand, claim, action or proceeding or incurred by the provisions of this Agreement or (5) Licensee’s liability for such Losses is limited pursuant to Section 15.4relevant Indemnitee).

Indemnification by Licensee. Licensee LICENSEE hereby agrees to indemnifysave, defend, indemnify and hold harmless and defend Ipsen and LICENSOR, its Affiliates Affiliates, its and their respective officers, directors, officersmembers, employees managers, agents, employees, successors and agents assigns (collectively, the “Ipsen Licensor Indemnitees”’’) from and against any and all Losses that losses, damages, liabilities, expenses and costs (including reasonable legal expense and attorney’s fees, including on appeal), as incurred (“Losses”), to which any Ipsen Licensor Indemnitee becomes legally obligated to pay to is or may become subject as a third party, because result of any claim actual or claims against such Ipsen Indemnitee threatened claim, demand, action, suit, cause of action, or other proceeding by any Third Party (each, a “Claim’’) to the extent that such claim or claims Losses arise out of or resulted from relate to (i) a material breach of a representation or warranty or covenant by Licensee under Article 13, (ii) a material breach by Licensee of any of its obligations under this Agreement or the Clinical Supply Agreements, (iii) the making, use, research, development, handling or commercialization of any Licensed Product by or on behalf of Licensee or any of its Affiliates, Sublicensees or Contractors, or any of their respective employees or agents or (va) the gross negligence or willful misconduct of LICENSEE, any Related Party and/or their respective officers, directors, employees, consultants, agents and assigns (collectively, the “Licensee Entities” and each, individually, a “Licensee Entity’’), (b) the breach by LICENSEE of any warranty, representation, covenant or agreement made by LICENSEE in this Agreement, or (c) the Development, manufacture, use, handling, storage, sale, offer for sale, import or other disposition by or on behalf of LICENSEE or any of its Affiliates Related Parties or Contractorsany other Licensee Entity of any Compound or Product, or any other exercise of their respective employees or agents; provided, however, that Licensee shall not be required the license granted to indemnify the Ipsen Indemnitees for any Losses LICENSEE pursuant to this Section 15.2 to the extent that (1) such Losses arise from Xxxxx’x material breach 2.1 by or on behalf of LICENSEE or any of its obligations under this Agreement Related Parties or the Clinical Supply Agreements, (2) any other Licensee Entity; except in cases in which such Losses arise or result have resulted solely from the gross negligence or willful misconduct of Ipsen or any of its Affiliates or contractors, or any of their respective agents or employees, (3) such Losses arise or result from the manufacture and supply of Licensed Product by or on behalf of Ipsen pursuant to this Agreement Licensor Indemnitee or the Clinical Supply Agreements, (4) such Losses arise or result from any Infringement of the patent rights or other intellectual property rights breach by LICENSOR of any third party as a result of the use warranty, representation, covenant or practice of Ipsen Licensed Technology agreement made by Licensee or any of its Affiliates, Sublicensees or Contractors LICENSOR in accordance with the provisions of this Agreement or (5) Licensee’s liability for such Losses is limited pursuant to Section 15.4Agreement.

Indemnification by Licensee. Licensee hereby agrees to defend, indemnify, and hold harmless and defend Ipsen Licensor and its Affiliates Affiliates, and each of their respective directors, officers, employees employees, agents, and agents representatives (collectivelyeach, the a “Ipsen IndemniteesLicensor Indemnitee”) from and against any and all Losses that claims, suits, actions, demands, or other proceedings brought by any Ipsen Third Party (each, a “Claim”) and all liabilities, expenses, damages, or losses, including reasonable legal expense and attorneys’ fees (collectively, - 40 - [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. “Losses”), to which any Licensor Indemnitee becomes legally obligated to pay to may become subject as a third party, because result of any claim or claims against such Ipsen Indemnitee Claim to the extent that such claim Claim arises or claims arise out of or resulted from results from: (ia) a material breach of a representation or warranty or covenant the practice by Licensee or its Affiliates or Sublicensees under Article 13any license granted to it under Section 2.1 (Exclusive License Grant) or the use of any Licensor Materials provided to Licensee hereunder; (b) the Exploitation of the Licensor Materials, Licensed Compounds, or Licensed Products by or on behalf of Licensee, or its Affiliates, Subcontractors, or Sublicensees, including any Claim related to any product liability, personal injury, or death caused by any Licensed Compound or Licensed Product; (iic) a material the breach by Licensee of any of its obligations under warranty, representation, covenant, or agreement made by Licensee in this Agreement or the Clinical Supply Agreements, Agreement; (iiid) the makingfraud, usenegligence, researchor willful misconduct of Licensee, developmentor its Affiliates, handling Subcontractors, or commercialization of Sublicensees, or any Licensed Product officer, director, employee, agent, or representative thereof; or (e) the failure to comply with Applicable Law by or on behalf of Licensee under this Agreement or in connection with the Exploitation of any Licensed Compound or Licensed Product; except, with respect to each of its Affiliatessubsections (a) through (e), Sublicensees to the extent such Losses arise directly or Contractorsindirectly from the fraud, or any of their respective employees or agents or (v) the gross negligence negligence, or willful misconduct of Licensee any Licensor Indemnitee or its Affiliates or Contractors, or any of their respective employees or agents; provided, however, that Licensee shall not be required to indemnify the Ipsen Indemnitees for any Losses pursuant to this Section 15.2 to the extent that (1) such Losses arise from Xxxxx’x material breach of any of its obligations under this Agreement or the Clinical Supply Agreements, (2) such Losses arise or result from the gross negligence or willful misconduct of Ipsen or any of its Affiliates or contractors, or any of their respective agents or employees, (3) such Losses arise or result from the manufacture and supply of Licensed Product by or on behalf of Ipsen pursuant to this Agreement or the Clinical Supply Agreements, (4) such Losses arise or result from any Infringement of the patent rights or other intellectual property rights of any third party as a result of the use or practice of Ipsen Licensed Technology by Licensee or any of its Affiliates, Sublicensees or Contractors in accordance with the provisions of this Agreement or (5) Licensee’s liability for such Losses is limited pursuant to Section 15.4by Licensor.

Indemnification by Licensee. Licensee agrees to shall indemnify, hold harmless harmless, and defend Ipsen and Ligand, its Affiliates Affiliates, and their respective equity holders, partners (general and/or limited), managers, directors, officers, employees and agents (collectively, the “Ipsen Ligand Indemnitees”) from and against any and all Losses that any Ipsen Indemnitee becomes legally obligated to pay Third Party claims, suits, losses, liabilities, damages, costs, fees and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) finally awarded to a third party, because Third Party by a court of competent jurisdiction or agreed to in a settlement approved by Licensee that result from any claim made or claims brought against a Ligand Indemnitee by or on behalf of such Ipsen Third Party and, subject to Section 8.3 (Procedure), any direct out-of-pocket costs and expenses (including reasonable attorneys’ fees) (“Litigation Costs”) incurred by a Ligand Indemnitee while investigating or conducting the defense of such Third Party claim, in any such case, solely to the extent that such claim is directly based on or claims arise directly arises out of or resulted from (ia) a material breach of a representation or warranty or covenant by Licensee under Article 13, (ii) a the material breach by Licensee of any of its obligations under representation, warranty or covenant contained in this Agreement or the Clinical Supply AgreementsAgreement, (iiib) the making, use, research, development, handling or commercialization of any Licensed Product by or on behalf of Licensee or any of its Affiliates, Sublicensees or Contractors, or any of their respective employees or agents or (v) the gross negligence or willful misconduct by or of any Licensee Indemnitee, (c) the Development, manufacturing and/or commercialization of a Product by Licensee or its Affiliates or ContractorsSublicensees (including product liability), (d) Licensee’s contractual agreements with Third Parties during the Term, or (e) infringement or misappropriation of Patent or other Intellectual Property Rights or Know-How by any of their respective employees or agentsLicensee Indemnitees; provided, however, that Licensee shall not be required have no obligation to indemnify the Ipsen Ligand Indemnitees for any Losses pursuant to this Section 15.2 to the extent that (1) such the Losses or Litigation Costs arise from Xxxxx’x material breach out of any of its obligations under this Agreement or the Clinical Supply Agreements, (2) such Losses arise or result from the gross negligence from, directly or willful misconduct of Ipsen or any of its Affiliates or contractorsindirectly, or any of their respective agents or employees, a claim for which Licensee is obligated to indemnify a Ligand Indemnitee under Section 8.2 (3) such Losses arise or result from the manufacture and supply of Licensed Product Indemnification by or on behalf of Ipsen pursuant to this Agreement or the Clinical Supply Agreements, (4) such Losses arise or result from any Infringement of the patent rights or other intellectual property rights of any third party as a result of the use or practice of Ipsen Licensed Technology by Licensee or any of its Affiliates, Sublicensees or Contractors in accordance with the provisions of this Agreement or (5) Licensee’s liability for such Losses is limited pursuant to Section 15.4Ligand).

Indemnification by Licensee. Licensee hereby agrees to indemnifysave, defend and hold harmless and defend Ipsen POZEN and its Affiliates and their respective directors, officers, employees and agents (collectivelyeach, the an “Ipsen IndemniteesPOZEN Indemnitee”) harmless from and against any and all Losses that (a) to which any Ipsen POZEN Indemnitee becomes legally obligated to pay to may become subject as a third party, because result of any claim claim, demand, action or claims against such Ipsen Indemnitee other proceeding by any Third Party to the extent that such claim Losses arise directly or claims arise indirectly out of or resulted from of: (i) a material breach of a representation or warranty or covenant by Licensee under Article 13the development, (ii) a material breach by Licensee of any of its obligations under this Agreement or the Clinical Supply Agreements, (iii) the makingmanufacture, use, researchhandling, developmentstorage, handling sale or commercialization other disposition of any Licensed Product by or on behalf of Licensee or any of Licensee, its Affiliates, Sublicensees or Contractors, Affiliates or any of their respective employees or agents or Sublicensees, (vii) the gross negligence or willful misconduct of any Licensee or its Affiliates or ContractorsIndemnitee, or (iii) the breach by Licensee of any of their respective employees warranty, representation, covenant or agentsagreement made by Licensee in this Agreement, in each case ((a)(i), (ii), and (iii)), after the Amended and Restated Effective Date; providedexcept, howeverin each case, that Licensee shall not be required to indemnify the Ipsen Indemnitees for any Losses pursuant to this Section 15.2 to the extent that (1) such Losses arise from Xxxxx’x material breach of any of its obligations under this Agreement or the Clinical Supply Agreements, (2) such Losses arise or result from the gross negligence or willful misconduct of Ipsen or any of its Affiliates or contractors, or any of their respective agents or employees, (3) such Losses arise or result from the manufacture and supply of Licensed Product by or on behalf of Ipsen pursuant to this Agreement POZEN Indemnitee or the Clinical Supply Agreements, (4) such Losses arise or result from any Infringement of the patent rights or other intellectual property rights breach by POZEN of any third party as a result of the use warranty, representation, covenant or practice of Ipsen Licensed Technology agreement made by Licensee or any of its Affiliates, Sublicensees or Contractors POZEN in accordance with the provisions of this Agreement or (5b) Licensee’s liability for which Licensee is required to indemnify such Losses is limited POZEN Indemnitee pursuant to Section 15.413.2 of the Original Agreement (other than with respect to those claims, suits, acts, damages, demands, liabilities, rights of action and causes of action that were released by POZEN pursuant to that certain side letter between POZEN and AstraZeneca AB, dated September 16, 2013).

Indemnification by Licensee. Subject to the provisions of Section 13.3 below, Licensee agrees to shall defend, indemnify, and hold harmless and defend Ipsen TradeBlock and its Affiliates affiliates, and their respective directors, officers, employees employees, agents and agents (collectivelyrepresentatives, the “Ipsen Indemnitees”) from and against any and all Losses damages, liabilities, costs and losses of any kind (including reasonable attorneys’ fees) (collectively, “Losses”) to the extent arising out any third-party claim (each, a “Claim”) that arises out of or relates to any Ipsen Indemnitee becomes legally obligated of the following: (a) any use by or on behalf of Licensee of any Licensed Index furnished hereunder in breach of this Agreement (including any actual violation of any Applicable Law, or any third-party allegation of a violation of any Applicable Law, is alleged to pay or actually arising out of or resulting from such use), except in all cases to the extent of any Claim subject to Section 13.2(a) below; (b) any materials or other content Certain confidential information contained in this document, marked by [**], has been omitted because the Registrant has determined that the information (i) is not material and (ii) is of the type that the registrant treats as private or confidential. Certain confidential information contained in this document, marked by [**], has been omitted because the Registrant has determined that the information (i) is not material and (ii) is of the type that the registrant treats as private or confidential. CoinDesk Indices, Inc. 000 Xxxx Xxxxxx Xxxxx, 0xx Floor New York, NY 10003 furnished to TradeBlock by Licensee hereunder, or any use thereof by or on behalf of TradeBlock solely as authorized under this Agreement, to the extent such use is alleged (by a third party) or actually infringes upon, because of violates, or misappropriates any claim or claims against such Ipsen Indemnitee to the extent that such claim or claims arise out of or resulted from (i) a material breach Intellectual Property Rights of a representation third party; or warranty or covenant by Licensee under Article 13, (iic) a material any breach by Licensee of any of its obligations representations, warranties or covenants under this Agreement or except in all cases to the Clinical Supply Agreements, (iii) the making, use, research, development, handling or commercialization extent arising out of any Licensed Product by or on behalf of Licensee or any of its Affiliates, Sublicensees or Contractors, or any of their respective employees or agents or (v) the TradeBlock’s gross negligence or willful misconduct of Licensee or its Affiliates or Contractors, or any of their respective employees or agents; provided, however, that Licensee shall not be required to indemnify the Ipsen Indemnitees for any Losses pursuant to this Section 15.2 to the extent that (1) such Losses arise from Xxxxx’x material breach of any of its obligations under this Agreement or the Clinical Supply Agreements, (2) such Losses arise or result from the gross negligence or willful misconduct of Ipsen or any of its Affiliates or contractors, or any of their respective agents or employees, (3) such Losses arise or result from the manufacture and supply of Licensed Product by or on behalf of Ipsen pursuant to this Agreement or the Clinical Supply Agreements, (4) such Losses arise or result from any Infringement of the patent rights or other intellectual property rights of any third party as a result of the use or practice of Ipsen Licensed Technology by Licensee or any of its Affiliates, Sublicensees or Contractors in accordance with the provisions of this Agreement or (5) Licensee’s liability for such Losses is limited pursuant to Section 15.4misconduct.

Indemnification by Licensee. Licensee agrees to shall indemnify, hold harmless harmless, and defend Ipsen and Lipocine, its Affiliates Affiliates, and their respective equity holders, directors, officers, employees and agents (collectively, the “Ipsen Lipocine Indemnitees”) from and against any and all Losses that any Ipsen Indemnitee becomes legally obligated to pay Third Party claims, suits, losses, liabilities, damages, costs, fees and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) finally awarded to a third party, because Third Party by a court of competent jurisdiction or agreed to in a settlement approved by Licensee that result from any claim made or claims brought against a Lipocine Indemnitee by or on behalf of such Ipsen Third Party, and subject to Section 8.3, any direct out-of-pocket costs and expenses (including reasonable attorneys’ fees) (“Litigation Costs”) incurred by a Lipocine Indemnitee while investigating or conducting the defense of such Third Party claim, in any such case, to the extent that such claim or claims arise arises out of or resulted results from (ia) a any material breach of a of, or material error in, any representation or warranty or covenant made by Licensee under Article 13in this Agreement, or any breach or violation of any covenant or agreement of Licensee or any of the Licensee Indemnitees or Sublicensees, (iib) a material breach the negligence or willful misconduct by Licensee or of any of its obligations under this Agreement the Licensee Indemnitees or the Clinical Supply AgreementsSublicensees, (iiic) except for claims subject to Section 5.6 or Section 5.8, the makingDevelopment, useManufacturing, research, development, handling or commercialization Commercialization of any a Licensed Product by or on behalf of Licensee or any of its Affiliates, Sublicensees or Contractors, or any of their respective employees or agents or (v) the gross negligence or willful misconduct of Licensee or its Affiliates or ContractorsSublicensees (including claims relating to product liability, off-label marketing and promotion, and manufacturing defects) during the Term, or any of their respective employees or agents; provided, however, that (d) Licensee’s contractual agreements with Third Parties during the Term. Licensee shall not be required have no obligation to indemnify the Ipsen Lipocine Indemnitees for any Losses pursuant to this Section 15.2 to the extent that (1) such the Losses arise from Xxxxx’x out of or result from, (i) any material breach of of, or material error in, any of its obligations under representation or warranty made by Lipocine in this Agreement or the Clinical Supply Agreements, (2) such Losses arise or result from the gross negligence or willful misconduct of Ipsen or any of its Affiliates or contractorsAgreement, or any breach or violation of their respective agents any covenant or employees, (3) such Losses arise agreement of the Lipocine Indemnitees in or result from the manufacture and supply of Licensed Product by or on behalf of Ipsen pursuant to this Agreement or (ii) the Clinical Supply Agreements, (4) such Losses arise negligence or result from willful misconduct by or of any Infringement of the patent rights or other intellectual property rights of any third party as a result of the use or practice of Ipsen Licensed Technology by Licensee or any of its Affiliates, Sublicensees or Contractors in accordance with the provisions of this Agreement or (5) Licensee’s liability for such Losses is limited pursuant to Section 15.4Lipocine Indemnitees.

Indemnification by Licensee. Subject to, and upon, the terms, conditions and limitations set forth in this Article 15, Licensee hereby agrees to indemnifydefend, indemnify and hold harmless and defend Ipsen Takeda and its Affiliates Affiliates, and each of their respective directors, officers, employees employees, agents and agents representatives (collectivelyeach, the a “Ipsen IndemniteesTakeda Indemnitee”) from and against any and all Losses that claims, suits, actions, demands, liabilities, expenses and/or losses, including reasonable legal expense and attorneys’ fees (collectively, the “Losses”), to which any Ipsen Takeda Indemnitee becomes legally obligated to pay to may become subject as a third party, because result of any claim claim, demand, action or claims against such Ipsen Indemnitee other proceeding by any Third Party (each, a “Claim”) to the extent that such claim Losses arise directly or claims arise indirectly out of or resulted from of: (i) a material breach of a representation or warranty or covenant by Licensee under Article 13, (ii) a material breach by Licensee of any of its obligations under this Agreement or the Clinical Supply Agreements, (iiia) the making, use, research, development, handling or commercialization of any Licensed Product practice by or on behalf of Licensee or any of its AffiliatesAffiliates of any license granted to it under Article 2; (b) the use, Sublicensees handling, storage, sale or Contractorsother disposition of the Existing Research Material, the [ ]*, the Compound or any of their respective employees or agents or (v) the gross negligence or willful misconduct of Licensee or its Affiliates or ContractorsProduct by Licensee, or any of their respective employees or agents; provided, however, that Licensee shall not be required to indemnify the Ipsen Indemnitees for any Losses pursuant to this Section 15.2 to the extent that (1) such Losses arise from Xxxxx’x material breach of any of its obligations under this Agreement or the Clinical Supply Agreements, (2) such Losses arise or result from the gross negligence or willful misconduct of Ipsen or any of its Affiliates or contractorsany of its Sublicensees or Subcontractors, including any use of the Existing Research Material, the [ ]*, the Compound or any of their respective agents or employees, (3) such Losses arise or result from the manufacture and supply of Licensed Product by or on behalf of Ipsen pursuant to this Agreement or the Clinical Supply Agreements, (4) such Losses arise or result from any Infringement of the patent rights or other intellectual property rights of any third party as a result of the use or practice of Ipsen Licensed Technology by Licensee or any of its Affiliates, Sublicensees or Contractors Subcontractors for Development and Commercialization or other Exploitation; (c) the breach by Licensee of any warranty, representation, covenant or agreement made by Licensee in accordance this Agreement; (d) the alleged or actual negligence, gross negligence or willful misconduct (including to the extent such negligence, gross negligence or willful misconduct gives rise to Product Liabilities under any legal theory) of Licensee, any of its Affiliates or any of its Sublicensees or CONFIDENTIAL * CONFIDENTIAL TREATMENT REQUESTED. Subcontractors, or any officer, director, employee, agent or representative thereof; or (e) the [ ]* Agreement, if any, and the use, handling, storage, sale or other disposition of the Compound or any Information produced in connection with the provisions [ ]* Agreement, by Licensee, any of this Agreement its Affiliates or any of its Sublicensees or Subcontractors, including any use of the Compound or any such Information by Licensee or any of its Affiliates, Sublicensees or Subcontractors for Development and Commercialization or other Exploitation; except, with respect to each of subsections (a) through (e) above, to the extent such Losses arise directly or indirectly from (i) the negligence, gross negligence or willful misconduct of any Takeda Indemnitee or (5ii) Licensee’s liability for such Losses is limited pursuant to Section 15.4the breach by Takeda of any warranty, representation, covenant or agreement made by Takeda in this Agreement.

Indemnification by Licensee. Licensee agrees to will, at its sole expense, defend, indemnify, and hold harmless and defend Ipsen Licensor and its Affiliates and their respective officers, directors, officersshareholders or owners, employees employees, and agents (collectively, the “Ipsen Licensor Indemnitees”) harmless from and against any and all Losses that any Ipsen Indemnitee becomes legally obligated to pay to a third party, because of any claim or Third Party claims against such Ipsen Indemnitee to the extent that such claim or claims Claims arise out of of, are based on, or resulted result from (ia) a material breach Development or Commercialization of a representation CX-01 or warranty or covenant by Licensee under Article 13, (ii) a material breach by Licensee of any of its obligations under this Agreement or the Clinical Supply Agreements, (iii) the making, use, research, development, handling or commercialization of any Licensed Product Products by or on behalf of Licensee or its Affiliates or its or their Sublicensees, (b) the breach of any of Licensee’s obligations under this Agreement, including Licensee’s representations and warranties, covenants and agreements or (c) the willful misconduct or negligent acts of Licensee, its Affiliates, Sublicensees or Contractorsthe officers, directors, employees, or any of their respective employees or agents or (v) the gross negligence or willful misconduct of Licensee or its Affiliates or Contractors, or any of their respective employees or agents; provided, however, that Licensee shall Affiliates. The foregoing indemnity obligation will not be required to indemnify the Ipsen Indemnitees for any Losses pursuant to this Section 15.2 apply (i) to the extent that (1x) the Licensor Indemnitees fail to comply with the indemnification procedures set forth in Section 11.3 and Licensee’s defense of the relevant Claims is prejudiced by such failure or (y) such Losses Claims arise from Xxxxx’x material breach out of any of its obligations under this Agreement or the Clinical Supply Agreements, (2) such Losses arise or result from the gross negligence or willful misconduct of Ipsen Licensor or any of its Affiliates or contractorsAffiliates, or any related breach by Licensor of their respective agents its representations, warranties or employees, covenants hereunder; or (3ii) such Losses arise or result from the manufacture and supply of Licensed Product by or on behalf of Ipsen to Claims for which Licensor has an obligation to indemnify Licensee pursuant to this Agreement or Section 11.1, as to which Claims each Party will indemnify the Clinical Supply Agreements, (4) such Losses arise or result from any Infringement of other to the patent rights or other intellectual property rights of any third party as a result of the use or practice of Ipsen Licensed Technology by Licensee or any extent of its Affiliates, Sublicensees or Contractors in accordance with the provisions of this Agreement or (5) Licensee’s respective liability for such Losses is limited pursuant to Section 15.4Claims.

Indemnification by Licensee. Licensee hereby agrees to defend, indemnify, and hold harmless and defend Ipsen Takeda and its Affiliates Affiliates, and each of their respective directors, officers, employees employees, agents and agents representatives (collectivelyeach, the a “Ipsen IndemniteesTakeda Indemnitee”) from and against any and all Losses that claims, suits, actions, demands or other proceedings brought by any Ipsen Third Party (each, a “Claim”) and all liabilities, expenses, damages, or losses, including reasonable legal expense and attorneys’ fees (collectively, “Losses”), to which any Takeda Indemnitee becomes legally obligated to pay to may become subject as a third party, because result of any claim or claims against such Ipsen Indemnitee Claim to the extent that such claim Claim arise or claims arise out of or resulted from result from: (ia) a material breach of a representation or warranty or covenant the practice by Licensee or its Affiliate of any license granted to it under Article 133 (License Grants); (b) the Exploitation -62- of the Licensed Compounds or Licensed Products in the Field in the Licensee Territory, or the Development of the Licensed Compounds or Licensed Products in the Men’s Health Field in the Takeda Territory, in each case, by or on behalf of Licensee, its Affiliate, or its Sublicensee; (iic) a material the breach by Licensee of any of its obligations under warranty, representation, covenant, or agreement made by Licensee in this Agreement or the Clinical Supply Agreements, Agreement; (iiid) the makingnegligence, usegross negligence or willful misconduct of Licensee, researchits Affiliate, developmentor its Sublicensee, handling or commercialization of any Licensed Product officer, director, employee, agent, or representative thereof; and (e) the failure to comply with Applicable Law by or on behalf of Licensee or any of its Affiliatesin connection with the Licensed Compound, Sublicensees or ContractorsLicensed Products, or any this Agreement; except, with respect to each of their respective employees subsections (a) through (e) above, to the extent such Losses arise directly or agents or (v) indirectly from the negligence, gross negligence negligence, or willful misconduct of Licensee any Takeda Indemnitee or its Affiliates or Contractorsthe breach by Takeda of any warranty, representation, covenant, or any of their respective employees or agents; provided, however, that Licensee shall not be required to indemnify the Ipsen Indemnitees for any Losses pursuant to agreement made by Takeda in this Section 15.2 to the extent that (1) such Losses arise from Xxxxx’x material breach of any of its obligations under this Agreement or the Clinical Supply Agreements, (2) such Losses arise or result from the gross negligence or willful misconduct of Ipsen or any of its Affiliates or contractors, or any of their respective agents or employees, (3) such Losses arise or result from the manufacture and supply of Licensed Product by or on behalf of Ipsen pursuant to this Agreement or the Clinical Supply Agreements, (4) such Losses arise or result from any Infringement of the patent rights or other intellectual property rights of any third party as a result of the use or practice of Ipsen Licensed Technology by Licensee or any of its Affiliates, Sublicensees or Contractors in accordance with the provisions of this Agreement or (5) Licensee’s liability for such Losses is limited pursuant to Section 15.4Agreement.

Indemnification by Licensee. Licensee agrees to indemnify, hold harmless harmless, and defend Ipsen Licensor and its Affiliates Affiliates, contractors, and distributors, and each of its and their respective officers, directors, officersemployees, employees agents, and agents assigns (collectively, the “Ipsen Licensor Indemnitees”) ), from and against any and all Losses that any Ipsen Indemnitee becomes legally obligated to pay to a third party, because of any claim or claims against such Ipsen Indemnitee Claims to the extent that such claim arising or claims arise out of resulting from: (a) the Development, Manufacture, Commercialization, or resulted from use (iincluding the production, manufacture, promotion, import, sale, or use by any Person) a material breach of a representation or warranty or covenant by Licensee under Article 13, (ii) a material breach by Licensee of any of its obligations under this Agreement or the Clinical Supply AgreementsProduct by, (iii) the making, use, research, development, handling or commercialization of any Licensed Product by or on behalf of of, or under the authority of, Licensee or any of its Affiliates, Sublicensees or ContractorsSublicensees, subcontractors, distributors, or agents (other than by any of their respective employees or agents or Licensor Indemnitees) in the Field in the Licensed Territory; (vb) the gross negligence or willful misconduct of Licensee or its Affiliates or Contractorsnegligence, recklessness, or any wrongful intentional acts or omissions of their respective employees Licensee, its Affiliates, subcontractors, or agents; providedSublicensees, however, that Licensee shall not be required to indemnify the Ipsen Indemnitees for any Losses pursuant to this Section 15.2 except to the extent that (1) such Losses arise from Xxxxx’x material caused by a breach of any of its obligations under this Agreement or the Clinical Supply Agreements, (2) such Losses arise or result from the gross negligence or willful misconduct of Ipsen by Licensor or any of its Affiliates or contractorsof any of Licensor’s obligations, representations, warranties, or any of their respective agents covenants set forth in this Agreement, or employeesLicensor’s, (3) such Losses arise or result from the manufacture and supply of Licensed Product by its Affiliates’ negligence, recklessness, or on behalf of Ipsen pursuant to this Agreement intentional acts, or the Clinical Supply Agreementsnegligence, recklessness, or intentional acts of any Third Party direct licensee (4other than Licensee’s Sublicensees or subcontractors under this Agreement) such Losses arise or result from any Infringement of the patent rights or other intellectual property rights Licensed Technology acting within the scope of such license with Licensor; (c) breach by Licensee of any third party representation and warranty, obligation or covenant as a result set forth in this Agreement; or (d) breach by Licensee of the use or practice scope of Ipsen Licensed Technology the licenses set forth in Section 2.1, in each case ((a) through (d)), except to the extent caused by Licensee or any of a breach by Licensor, its Affiliates, Sublicensees subcontractors, or Contractors sublicensees of any of Licensor’s obligations, representations, warranties, or covenants set forth in accordance with the provisions of this Agreement Agreement, or (5) LicenseeLicensor’s liability for such Losses is limited pursuant to Section 15.4or its Affiliates’, subcontractors’ or sublicensees’, negligence, recklessness, or intentional acts.