Indemnification by Rain Sample Clauses

Indemnification by Rain. Rain will Indemnify Daiichi Sankyo and its Affiliates, and its and their respective agents, directors, contractors, representatives, officers and employees (collectively, “Daiichi Sankyo Indemnitees”) from and against any and all Losses resulting from Third-Party Claims to the extent arising from (a) a breach of any of Rain’s representations, warranties or covenants or other obligations pursuant to this Agreement, any violation of applicable law, or any negligence or willful misconduct by any Rain Indemnitees in the exercise of any of Rain’s rights or the performance of any of Rain’s obligations under this Agreement, or (b) any research, development, sale, offer for sale or importation of any Licensed Compound or Product in the Territory by Rain, its Affiliates, and/or its Sublicensees, or (c) the marketing or sales activities of Rain, its Affiliates, and/or its Sublicensees in the Territory. Rain’s obligation to Indemnify the Daiichi Sankyo Indemnitees pursuant to this Section 9.2 shall not apply to the extent that any such Losses arise from the negligence, willful misconduct or wrongful acts or omissions of any Daiichi Sankyo Indemnitee or Daiichi Sankyo’s breach of this Agreement.