Common use of Indemnification by Sanofi Clause in Contracts

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 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 10.2 of this Agreement, but in no event shall Sanofi be liable under this Section 0 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.