Indemnification by Sanofi. Subject to Section 10.3, Sanofi shall indemnify, defend and hold Relypsa, and its officers, directors, agents, employees, and Affiliates (collectively, the “Relypsa Indemnitees”), harmless from any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees incurred hereunder) (collectively, “Losses”) in connection with any and all claims, causes of action, investigations or actions of Third Parties (collectively, “Third Party Claims”) arising out of or in connection with: (a) the breach by Sanofi of any of its representations, warranties, covenants or obligations under this Agreement; or (b) any negligence, gross negligence or willful misconduct of any Sanofi Indemnitee under this Agreement, except, in each case, to the extent such Third Party Claims arise out of or in connection with any circumstance set forth in Section 0 of this Agreement, but in no event shall Sanofi be liable under this Section 0 for use of any promotional or training materials provided by Relypsa to Sanofi hereunder that are used by Sanofi in accordance with this Agreement.
Indemnification by Sanofi. Subject to Section 9.4, Sanofi hereby agrees to indemnify, defend and hold harmless Exelixis and each of its employees, officers, directors and agents from and against any and all Third Party suits, claims, actions, demands, liabilities, expenses and/or losses, including reasonable legal expenses and reasonable attorneys’ fees (collectively, “Liability”) to the extent such Liability results from the research, development, manufacture, use, handling, storage, sale or other disposition of Sanofi Products by Sanofi or its Affiliates, licensee, sublicensees or agents, except to the extent such Liability results from any negligence or willful misconduct by Exelixis, its Affiliates, licensees, sublicensees or agents.
Indemnification by Sanofi. Sanofi hereby agrees to indemnify KaloBios and its Affiliates, agents, directors, officers and employees (the “KaloBios Indemnitees”) from and against any and all Losses resulting from Third Party Claims arising directly or indirectly out of (a) a material breach of any obligations of Sanofi under this Agreement, including Sanofi’s representations and warranties or covenants set forth in Article 10; (b) the research, Development, manufacture, use, handling, storage, supply, sale, disposition or Commercialization of Licensed Products in the Sanofi Field conducted by Sanofi or its Affiliates, or sublicensees, or by KaloBios in accordance with the Sanofi Development Plan or the instruction of Sanofi; or (c) the negligence or willful misconduct of Sanofi Indemnitees. Sanofi’s obligation to Indemnify the KaloBios Indemnitees pursuant to the foregoing sentence shall not apply to the extent that any such Losses arise from: (A) the negligence or willful misconduct of any KaloBios Indemnitee; or (B) KaloBios’ material breach of this Agreement.
Indemnification by Sanofi. Sanofi shall defend, indemnify, and hold Lumena and its Affiliates and their respective officers, directors, employees, and agents (the “Lumena Indemnitees”) harmless 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 Lumena Indemnitees, all to the extent resulting from Claims against such Lumena Indemnitees that arise from or are based on: (i) the performance by or on behalf of Sanofi of the CMC Activities with respect to the Additional Existing Materials, (ii) the Development, manufacture or Commercialization of Licensed Products by or on behalf of Sanofi or its Affiliates or its or their sublicensees or subcontractors under any license granted pursuant to Section 8.6(b), (iii) the breach of any of Sanofi’s obligations under this Agreement including of Sanofi’s representations, warranties or covenants set forth herein; or (iv) the willful misconduct or negligent acts of Sanofi or any of its Affiliates or any of its or their respective officers, directors, employees or agents. The foregoing indemnity obligation shall not apply to the extent to the extent that any of the Claims arises from, is based on, or results from any activity set forth in Section 10.1(a)(i), (ii) or (iii) for which Lumena is obligated to indemnify the Sanofi Indemnitees under Section 10.1(a).
Indemnification by Sanofi. Sanofi will indemnify, defend and hold harmless Kymera, its Affiliates, and its and its Affiliates’ employees, officers, directors and agents and their respective successors, heirs and assigns (each, a “Kymera Indemnified Party”) from and against any liability, loss, damage or expense (including reasonable attorneys’ fees and expenses) (collectively, “Liability”) arising out of any Third Party suit, investigation, claim or demand in connection with:
Indemnification by Sanofi. Sanofi shall indemnify, defend and hold harmless MyoKardia, its Affiliates, and their respective officers, directors, agents and employees (“MyoKardia Indemnitees”) from and against any Third Party Claims and Losses arising therefrom under or related to this Agreement against any of them to the extent arising or resulting from:
Indemnification by Sanofi. Sanofi will indemnify Biontech, its Affiliates and their respective directors, officers, employees, and agents, and their respective successors, heirs and assigns (collectively, Biontech Indemnitees), and defend and save each of them harmless, from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, Losses) in connection with any and all suits, investigations, claims or demands of Third Parties (collectively, Third Party Claims) to the extent arising from or occurring as a result of: (i) any Sanofi representation or warranty set forth herein being untrue in any material respect when made or deemed made or material breach by Sanofi of any of its covenants or obligations under this Agreement; (ii) any gross negligence, willful misconduct, or violation of Applicable Law, on the part of Sanofi in performing its obligations under this Agreement; or (iii) the Development or Commercialization Collaboration and License Agreement Main Body by Sanofi or any of its Affiliates or sublicensees of the Licensed Product Candidates or the Licensed Products; except in each case for those Losses as to which Biontech has an obligation to indemnify Sanofi pursuant to Section 10.1.2, as to which Losses each Party will indemnify the other to the extent of their respective liability; provided, however, that Sanofi will not be obligated to indemnify Biontech Indemnitees for any Losses to the extent that such Losses arise as a result of gross negligence or willful misconduct on the part of any Biontech Indemnitee.
Indemnification by Sanofi. Sanofi will indemnify, hold harmless and defend Rib-X, its Affiliates and their respective directors, officers, employees, consultants and agents (collectively, the “Rib-X Indemnitees”) from and against any and all expenses, cost of defense (including reasonable attorneys’ fees, witness fees and expert fees), damages, judgments, fines and amounts paid in settlement, to the extent arising from any Third Party claim or from any claim of Yale or Xxxxxx Xxxxxx Medical Institute for indemnification under Sections 14.1 and 14.2 of the Yale Agreement, resulting from (i) the conduct of Research activities by or on behalf of Sanofi or any of its Affiliates; (ii) the development, manufacture, commercialization, use or importation of Licensed Products by or on behalf of Sanofi or any of its Affiliates or Sublicensees or any of their customers (including product liability claims); (iii) the breach or failure of any of Sanofi’s representations, warranties or covenants hereunder or Sanofi’s breach of this Agreement; (iv) the negligence or willful misconduct of any Sanofi Indemnitee, as defined in Section 10.2; or (v) any infringement of any Patent Rights of a Third Party or misappropriation of any Third Party Know-how in connection with the development, manufacture, commercialization, use or import of any Licensed Products by or on behalf of Sanofi or any of its Affiliates or Sublicensees or any of their customers, except, in each case, to Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. the extent attributable to the negligence or intentional misconduct of any Rib-X Indemnitee or any breach or failure of any Rib-X representations, warranties or covenants under this Agreement or breach by Rib-X of any term of this Agreement. Notwithstanding anything in this Agreement to the contrary, in the event Rib-X exercises its US Profit Share Option, any amounts incurred by Sanofi in connection with any indemnified claim under Section 10.1 directly and exclusively related to the development, manufacture or commercialization of the US Profit Share Product in the U.S. will be included as Third Party and Other Permitted Sales and Marketing Expenses, except to the extent attributable to the negligence or intentional misconduct of Sanofi or any Sanofi Indemnitee...
Indemnification by Sanofi. Sanofi will defend, indemnify, and hold Principia, its Affiliates, and each of their respective officers, directors, employees and agents, (the “Principia Indemnitees”) harmless 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 Principia Indemnitees (collectively, “Principia Damages”), all to the extent resulting from any claims, suits, proceedings or causes of action brought by such Third Party against such Principia Indemnitee that arise from or are based on:
Indemnification by Sanofi. Sanofi shall indemnify, defend and hold harmless RevMed, its Affiliates, and their respective officers, directors, agents and employees (“RevMed Indemnitees”) from and against any Third Party Claims and Losses arising therefrom under or related to this Agreement against any of them to the extent arising or resulting from:
