Common use of Indemnification by Sublicensee Clause in Contracts

Indemnification by Sublicensee. Sublicensee agrees to indemnify and hold Sublicensor, its directors, officers, employees and agents harmless from and against any liabilities or damages or expenses in connection therewith (including reasonable attorneys’ fees and costs and other expenses of litigation) (collectively “Claims”) resulting from (i) any willful misrepresentation of a material fact or breach of warranty by Sublicensee under this Agreement; (ii) any Claim by Third Parties (other than Claims related to Third Party patent or other intellectual property rights in the Sublicense Territory or Claims that are the subject of indemnification by Sublicensor under Section 14.2) arising out of the exercise of Sublicensee’s rights under this Agreement or the failure of Sublicensee to perform the activities described in Section 3.1 in compliance with all applicable laws, rules and regulations, applicable product specifications and handling and storage protocols, common practices in the pharmaceutical industry, or requirements of this Agreement, the Clinical Supply Agreement or Commercial Supply Agreement; (iii) Sublicensee’s gross negligence or willful misconduct (or that of its Affiliates, sublicensees, third-party contractors or distributors); and (iv) the enforcement by Sublicensor of its indemnification rights against Sublicensee under clause (ii) of this Section 14.1.

Indemnification by Sublicensee. Sublicensee agrees to indemnify and hold Sublicensor, its directors, officers, employees and agents harmless from and against any liabilities or damages or expenses in connection therewith (including reasonable attorneys’ ' fees and costs and other expenses of litigation) (collectively “Claims”) resulting from (i) any willful misrepresentation of a material fact or breach of warranty by Sublicensee under this Agreement; (ii) any Claim by Third Parties (other than Claims related to Third Party patent or other intellectual property rights in the Sublicense Territory or Claims that are the subject of indemnification by Sublicensor under Section 14.2) arising out of the exercise of Sublicensee’s rights under this Agreement or the failure of Sublicensee to perform the activities described in Section 3.1 in compliance with all applicable laws, rules and regulations, applicable product specifications and handling and storage protocols, common practices in the pharmaceutical industry, or requirements of this Agreement, the Clinical Supply Agreement or Commercial Supply Agreement; (iii) Sublicensee’s gross negligence or willful misconduct (or that of its Affiliates, sublicensees, third-party contractors or distributors); and (iv) the enforcement by Sublicensor of its indemnification rights against Sublicensee under clause (ii) of this Section 14.1.