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:
(a) (i) the Research, Development or Manufacture of any Products by or on behalf of Sanofi (other than by MyoKardia of its Affiliates) or any of its Affiliates, (Sub)licensees or contractors, or (ii) the Commercialization of Products by or on behalf of Sanofi (other than by MyoKardia or its Affiliates) (except that in the case in which MyoKardia exercises the DCM1 [***] Option this Section 14.2(a) shall not apply to these activities to the extent relating to the development, manufacturing or commercialization of the DCM1 Products in the United States and instead any Losses arising from such activities (except to the extent arising from clause (i) and/or (ii) in Section 14.1(a)) shall be treated as Allowable Expenses); or * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission
(b) the negligence, recklessness or willful misconduct of any of the Sanofi Indemnitees; or
(c) the breach of any of the warranties or representations made by Sanofi to MyoKardia under this Agreement or any Ancillary Agreement; or
(d) the breach by Sanofi of any of its obligations pursuant to this Agreement or any Ancillary Agreement; except in each case ((a) through (d)), to the extent the applicable Third Party Claim and Losses arising therefrom arise or result from (i) the negligence, recklessness or willful misconduct of any MyoKardia Indemnitee; (ii) the breach of any of the warranties or representations made by MyoKardia to Sanofi under this Agreement or any Ancillary Agreement; or (iii) any breach by MyoKardia of its obligations pursuant to this Agreement or any Ancillary Agreement.
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 10.2 of this Agreement, but in no event shall Sanofi be liable under this Section 10.1 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 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 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 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:
(a) subject to Section 8.4, the Development or Commercialization of Compounds or Products by Sanofi or its Affiliates, or its or their agents, consultants, sublicensees, contractors or Distributors;
(b) a breach of any of Sanofi’s representations, warranties, covenants and obligations under the Agreement; or
(c) the willful misconduct, recklessness or negligent acts of Sanofi, its Affiliates or Sublicensees, or the officers, directors, employees, agents, consultants or contractors of Sanofi or its Affiliates or Sublicensees. The foregoing indemnity obligation will not apply if the Principia Indemnitees materially fail to comply with the indemnification procedures set forth in Section 8.3, or to the extent that any Principia Damages result from any activities set forth in Section 8.1(b) or (c) for which Principia is obligated to indemnify Sanofi Indemnitees. Subject to Section 8.4, any amounts paid as indemnification pursuant to this Section 8.2 will be borne solely by Sanofi and will not be included in Allowable Expenses or Development Costs.
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:
(a) the Research, Development, Manufacture, Commercialization or use of any Collaboration Compound, Collaboration Candidate or Licensed Product by, on behalf of, or under the authority of, Sanofi or any of its Affiliates (other than by a Kymera Indemnified Party);
(b) the breach by Sanofi of any of its representations, warranties or covenants set forth in this Agreement; or
(c) the negligence, recklessness or willful misconduct of Sanofi or any Sanofi Indemnified Party in connection with the performance of its obligations hereunder; and except, in each case ((a)–(c)), to the extent such claims fall within the scope of Kymera’s indemnification obligations under Section 14.1.2 (or would have had the Third Party claim been made against Sanofi under this Agreement) as to which Liability each Party will indemnify the other to the extent of their respective liability.
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:
(a) (i) the Research, Development or Manufacture of any Products by or on behalf of Sanofi or any of its Affiliates, Sublicensees or contractors (other than by RevMed or its Affiliates), or (ii) the Commercialization of Products by or on behalf of Sanofi; or
(b) the negligence, recklessness or willful misconduct of any of the Sanofi Indemnitees; or
(c) the material breach of any of the warranties or representations made by Sanofi to RevMed under this Agreement or any Ancillary Agreement; or
(d) the material breach by Sanofi of any of its obligations pursuant to this Agreement or any Ancillary Agreement; except in each case ((a) through (d)), to the extent the applicable Third Party Claim and Losses arising therefrom arise or result from (i) the negligence, recklessness or willful misconduct of any RevMed Indemnitee; (ii) the breach of any of the warranties or representations made by RevMed to Sanofi under this Agreement or any Ancillary Agreement; or (iii) any breach by RevMed of its obligations pursuant to this Agreement or any Ancillary Agreement.
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 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 shall indemnify, defend and hold harmless MyoKardia, its Affiliates and their respective officers, directors, agents and employees from and against any Third Party Claims and Losses arising therefrom under or related to this Agreement against any of them to the extent resulting from Sanofi’s breach of this Agreement.
