Indemnification by MYLAN Sample Clauses

Indemnification by MYLAN. Subject to Section 11.04, MYLAN shall defend, indemnify and hold harmless THERAVANCE, its Affiliates and its and their officers, directors, stockholders, employees, successors and assigns (each, a "THERAVANCE Indemnitee") from and against all Losses resulting from Claims brought by Third Parties against a THERAVANCE Indemnitee to the extent such Claims arise out of (a) MYLAN's or its Affiliates' negligence or willful misconduct in performing any of their obligations, or exercising any of their rights, under this Agreement, (b) a breach by MYLAN (or its Affiliates) of any of their representations, warranties, covenants or agreements under this Agreement, or (c) except to the extent resulting from the activities listed in Section 11.02(c), the Development, manufacture, use, handling, storage, marketing, sale, distribution or other disposition of Licensed Product by MYLAN, its Affiliates, agents, sublicensees or distributors, except in each case to the extent such Claims or Losses result from (x) the negligence or willful misconduct of THERAVANCE or its Affiliates or the breach by THERAVANCE or its ***CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. ​ Affiliates of any obligation under this Agreement or (y) the manufacture of the API Compound or Licensed Product by MYLAN or its Affiliate's Third Party manufacturer and MYLAN is not indemnified by such Third Party for such Claims or Losses.