Indemnification by Pfenex. Pfenex shall indemnify, defend and hold harmless (collectively, “Indemnify”) Hospira, its Affiliates and its and their respective directors, officers, employees and agents (the “Hospira Indemnitees”) from and against any and all losses, damages, liabilities, penalties, costs and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Losses”), resulting from suits, claims, actions and demands, in each case, brought by a Third Party (each, a “Third Party Claim”) against any Hospira Indemnitee arising out of (i) any breach by Pfenex of any of its obligations or representations and warranties hereunder, (ii) the gross negligence, recklessness or willful misconduct by Pfenex or any of its Affiliates or any of their respective officers, directors, employees, agents or representatives in connection with the performance of this Agreement, or (iii) any violation by Pfenex or any of its Affiliates or any of their respective officers, directors, employees, agents or representatives of any Applicable Laws applicable to the performance of Pfenex’s obligations under this Agreement. Pfenex’s obligation to Indemnify the Hospira Indemnitees pursuant to [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. this Section 11.1 shall not apply to the extent such Losses are attributable to a cause or event described in clause (i), (ii), (iii) or (iv) of Section 11.2.
Indemnification by Pfenex. Pfenex shall defend, indemnify, and hold harmless Jazz and its Affiliates and their respective officers, directors, employees, and agents (the “Jazz Indemnitees”) from and against any and all damages or other amounts payable to a Third Party claimant, as well as any reasonable attorneys’ fees and costs of litigation incurred by such Jazz Indemnitees, resulting from any claims, suits, proceedings or causes of action brought by such Third Party (collectively, “Claims”) against such Jazz Indemnitee to the extent arising from or based on (a) the Development or manufacture of Products by or on behalf of Pfenex or its Affiliates or sublicensees prior to the Effective Date, (b) Pfenex’s and its Affiliates’ performance of the activities allocated to Pfenex under the applicable Development Plan, including the manufacture of Products, (c) the breach of any of Pfenex’s obligations, representations or warranties under this Agreement, or (d) the willful misconduct or negligent acts of Pfenex, its Affiliates, or the officers, directors, employees, or agents of Pfenex or its Affiliates in connection with this Agreement. The foregoing indemnity obligation shall not apply to the extent that (i) the Jazz Indemnitees fail to comply with the indemnification procedures set forth in Section 9.3 and Pfenex’s defense of the relevant Claims is prejudiced by such failure, or (ii) any Claim arises from or is based on any activity set forth in Section 9.2 for which Jazz is obligated to indemnify the Pfenex Indemnitees under Section 9.2.
Indemnification by Pfenex. Pfenex shall indemnify, defend and hold harmless (collectively, “Indemnify”) NT Pharma, its Affiliates and its and their respective directors, officers, employees, agents and representatives (the “NT Pharma Indemnitees”) from and against any and all losses, damages, liabilities, penalties, costs and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Losses”), resulting from suits, claims, actions and demands, in each case, brought by a Third Party (each, a “Third Party Claim”) against any NT Pharma Indemnitee arising out of (i) any breach by Pfenex of any of its obligations or representations and warranties or covenants hereunder, (ii) the negligence, recklessness or willful misconduct by Pfenex or any of its Affiliates or any of their respective officers, directors, employees, agents or representatives in connection with the performance of this Agreement, (iii) any violation by Pfenex or any of its Affiliates or any of their respective officers, directors, employees, agents or representatives of any Applicable Law applicable to the performance of Pfenex’s obligations under this Agreement, or (iv) the development, handling, use, storage, import, manufacture, transport, promotion, marketing, advertising, distribution or sale of Product by Pfenex or any of its employees, agents, Affiliates or licensees, including claims based upon product liability, bodily injury, death or property damage. Pfenex’s obligation to Indemnify the NT Pharma Indemnitees pursuant to this Section 11.1 shall not apply to the extent such Losses are attributable to a cause or event described in clause (i), (ii), (iii) or (iv) of Section 11.2.
Indemnification by Pfenex. Pfenex shall indemnify, defend and hold harmless (collectively, “Indemnify”) Alvogen, its Affiliates and its and their respective directors, officers, employees, agents and representatives (the “Alvogen Indemnitees”) from and against any and all losses, damages, liabilities, penalties, costs and expenses (including reasonable [***]Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. attorneys’ fees and court costs) (collectively, “Losses”), resulting from suits, claims, actions and demands, in each case, brought by a Third Party (each, a “Third Party Claim”) against any Alvogen Indemnitee arising out of (a) any breach by Pfenex of any of its obligations or representations and warranties hereunder, (b) the negligence, recklessness or willful misconduct by Pfenex or any of its Affiliates or any of their respective officers, directors, employees, agents or representatives in connection with the performance of this Agreement, (c) any violation by Pfenex or any of its Affiliates or any of their respective officers, directors, employees, agents or representatives of any Applicable Law applicable to the performance of Pfenex’s obligations under this Agreement, (d) development of the Product, actions performed pursuant to Section 3.1, or the performance under this Agreement, in each case by Pfenex or any of its employees, agents, or Affiliates, (e) Commercialization of the Product by Pfenex or any of its employees, agents, Affiliates or licensees outside of the Territory, or (f) the allocated portion (allocated in accordance with Section 11.5) of any claims based upon product liability, bodily injury, death or property damage relating to Product sold in the Territory during the Term. Pfenex’s obligation to Indemnify the Alvogen Indemnitees pursuant to this Section 11.1 shall not apply to the extent such Losses are attributable to a cause or event described in Section 11.2. This Section 11.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.
