Common use of Indemnification by Merck Clause in Contracts

Indemnification by Merck. Merck shall defend, indemnify and hold Urovant, its Affiliates and Sublicensees, and their respective officers, directors, shareholders, employees, agents and representatives (“Urovant Indemnitees”) harmless against any and all losses, damages, liabilities, expenses and costs, including reasonable attorneys’ fees (“Losses”) which the Urovant Indemnitees may become subject to as a result of any and all claims, suits, actions or proceedings, by any Third Party (“Claims”) arising from, related to, or attributable to (a) the breach of any of Merck’s representations, warranties and covenants contained in Section 12.1 of this Agreement, or the breach of any other agreements or undertakings of Merck in this Agreement and other related agreements, (b) the negligence or willful misconduct on the part of Merck (or any of its Affiliates or Licensees), or any officer, director, employee, agent or representative of Merck (or its Affiliates or Licensees) to the extent that any Losses are not the result of the negligence or willful misconduct of Urovant Indemnitees. In the event that Urovant is subject to any Claims that are within the scope of Merck’s indemnification obligation under this Section 13.1: (x) Urovant shall furnish Merck with written notice of any such Claim [***] days of the date on which Urovant receives notice thereof; (yi) Merck shall be solely responsible for the investigation, defense, settlement and discharge of such Claim; and (z) Urovant shall furnish Merck with all assistance reasonably requested by Merck in connection with the investigation, defense, settlement and discharge of such Claim. Urovant’s failure to [***] = Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment requested under 17 C.F.R. Sections 200.80(b)(4) and 230.406. perform any of its obligations under this Section 13.1 shall not be deemed to constitute a breach by Urovant of this Agreement, and shall not relieve Merck of its indemnification obligation hereunder, unless Merck does not receive timely notice of such Claim, or Merck’s ability to defend and/or settle such Claim is otherwise materially impaired by Urovant’s failure hereunder, in which case Merck shall not be required to indemnify Urovant Indemnitees hereunder.

Indemnification by Merck. Merck shall defend, indemnify and hold Urovantharmless Guilford, its Affiliates and Sublicenseesits and their directors, officers, shareholders, employees and agents, and their respective officerssuccessors and permitted assigns (the "Guilford Indemnitees"), directorsagainst, shareholdersand defend the Guilford Indemnitees against, employees, agents and representatives (“Urovant Indemnitees”) harmless against any and all losses, damages, liabilities, expenses and costs, including reasonable attorneys’ fees (“Losses”) which the Urovant Indemnitees may become subject to as a result of any and all claims, actions, causes of action, suits, actions or proceedings, damages, losses, liabilities and expenses (including, without limitation, reasonable attorneys' fees and expenses) (collectively "Claims") and the cost of remedial action under Applicable Laws and regulations incurred or suffered by Guilford Indemnitees arising out of (i) any Third Party (“Claims”) arising from, related to, misrepresentation or attributable to (a) the breach of any of Merck’s representationscovenant, warranties and covenants contained in Section 12.1 of this Agreementagreement, representation or the breach of any other agreements or undertakings warranty of Merck contained in this Agreement or (ii) any Excluded Liability; provided, however, that Guilford shall not be entitled to any indemnification under this Section 13.1 or any other basis of action (including without limitation common law tort and other related agreementsindemnity law), (b) the except for claims based on gross negligence or willful misconduct on arising under this Agreement, unless and until the part amount of claims for which Guilford is entitled to be indemnified exceeds in the aggregate US $250,000 (the "Basket"); and further provided that the total and aggregate liability of Merck (or any for indemnity of its Affiliates or Licensees), or any officer, director, employee, agent or representative of Merck (or its Affiliates or Licensees) to the extent Guilford Indemnitees *The asterisk denotes that any Losses are not the result of the negligence or willful misconduct of Urovant Indemnitees. In the event that Urovant is subject to any Claims that are within the scope of Merck’s indemnification obligation under this Section 13.1: (x) Urovant shall furnish Merck with written notice of any such Claim [***] days of the date on which Urovant receives notice thereof; (yi) Merck shall be solely responsible for the investigation, defense, settlement and discharge of such Claim; and (z) Urovant shall furnish Merck with all assistance reasonably requested by Merck in connection with the investigation, defense, settlement and discharge of such Claim. Urovant’s failure to [***] = Portions confidential portions of this exhibit have been omitted and filed in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately with to the Securities and Exchange Commission. Confidential treatment requested under 17 C.F.R. Sections 200.80(b)(4) and 230.406. perform any of its obligations under this Section 13.1 shall not be deemed to constitute a breach by Urovant (and the comparable provisions of the other Transaction Documents) or any other basis of action (including without limitation common law tort and indemnity law), except for claims based on gross negligence or willful misconduct arising under this Agreement, shall not exceed the aggregate of (i) US $84,000,000.00, plus (ii) any and all Royalty Payments paid to Merck through the date when a payment pursuant to this Section 13.1 becomes due (the "Maximum"); and provided further that the indemnification by Merck pursuant to this Section 13.1 shall relate exclusively to Claims arising under this Agreement and shall not relieve Merck of its indemnification obligation hereunderrelate to any damage, unless Merck does not receive timely notice of such Claimloss, liability and expense or Merck’s ability to defend and/or settle such Claim is otherwise materially impaired by Urovant’s failure hereunderother matter arising under any representation, warranty, covenant or agreement in which case Merck shall not be required to indemnify Urovant Indemnitees hereunderthe Supply Agreement or the Transition Services Agreement.

Indemnification by Merck. Merck shall defend, indemnify and hold Urovant, its Affiliates and Sublicensees, and their respective officers, directors, shareholders, employees, agents and representatives (“Urovant Indemnitees”) harmless against any and all losses, damages, liabilities, expenses and costs, including reasonable attorneys’ fees (“Losses”) which the Urovant Indemnitees may become subject to as a result of any and all claims, suits, actions or proceedings, by any Third Party (“Claims”) arising from, related to, or attributable to (a) the breach of any of Merck’s representations, warranties and covenants contained in Section 12.1 of this Agreement, or the breach of any other agreements or undertakings of Merck in this Agreement and other related agreements, (b) the negligence or willful misconduct on the part of Merck (or any of its Affiliates or Licensees), or any officer, director, employee, agent or representative of Merck (or its Affiliates or Licensees) to the extent that any Losses are not the result of the negligence or willful misconduct of Urovant Indemnitees. In the event that Urovant is subject to any Claims that are within the scope of Merck’s indemnification obligation under this Section 13.1: (x) Urovant shall furnish Merck with written notice of any such Claim [***] days of the date on which Urovant receives notice thereof; (yi) Merck shall be solely responsible for the investigation, defense, settlement and discharge of such Claim; and (z) Urovant shall furnish Merck with all assistance reasonably requested by Merck in connection with the investigation, defense, settlement and discharge of such Claim. Urovant’s failure to [***] = Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment requested under 17 C.F.R. Sections 200.80(b)(4) and 230.406. CERTAIN CONFIDENTIAL INFORMATION OMITTED perform any of its obligations under this Section 13.1 shall not be deemed to constitute a breach by Urovant of this Agreement, and shall not relieve Merck of its indemnification obligation hereunder, unless Merck does not receive timely notice of such Claim, or Merck’s ability to defend and/or settle such Claim is otherwise materially impaired by Urovant’s failure hereunder, in which case Merck shall not be required to indemnify Urovant Indemnitees hereunder.