Indemnification by Takeda. Takeda hereby agrees to defend, indemnify and hold harmless Ultragenyx and its Affiliates and each of their respective directors, officers, employees, agents and representatives (each, an “Ultragenyx Indemnitee”) from and against any and all Losses to which any Ultragenyx Indemnitee may become subject as a result of any Claim to the extent such Losses arise directly or indirectly out of: (i) the practice by Takeda or its Affiliate of any license granted to it under ARTICLE 3; (ii) the Exploitation of a Product by Takeda, its Affiliates or its sublicensees on or after the Effective Date, including, for the avoidance of doubt, any Product Liabilities arising from the use on or after the Effective Date of a Licensed [***] Product in the Takeda Field in the Territory and any Losses that may arise due to Takeda, its Affiliates or its sublicensees continuing to Exploit a Compound or Product in its territory or field that is the subject matter of a termination by Ultragenyx pursuant to Section 15.3; (iii) the Exploitation of any Licensed [***] Product, [***] Product or Candidate Product by Takeda, its Affiliates or its licensees before the Effective Date, including, for the avoidance of doubt, any Product Liabilities arising from the use of a Licensed [***] Product, [***] Product or Candidate Product by Takeda, its Affiliates or its licensees before the Effective Date, (iv) the breach by Takeda of any warranty, representation, covenant or agreement made by Takeda in this Agreement; (iv) the negligence, gross negligence or willful misconduct (including to the extent such negligence, gross negligence or willful misconduct gives rise to product liability Claims under any legal theory) of Takeda or its Affiliate or its licensee (other than Ultragenyx or its Affiliate or sublicensee), or any officer, director, employee, agent or representative thereof; except, with respect to each of subsections (i) through (iv) above, to the extent such Losses arise directly or indirectly from the negligence, gross negligence or willful misconduct of any Ultragenyx Indemnitee or the breach by Ultragenyx of any warranty, representation, covenant or agreement made by Ultragenyx in this Agreement. Notwithstanding the foregoing, following the execution of an Exercised Product License Agreement or Option Product License Agreement, the terms of such license agreement shall govern the indemnification terms with respect to such Product(s) that are the subject of such license agreement.
Indemnification by Takeda. Takeda shall defend, indemnify, and hold ITI and its Affiliates and their respective officers, directors, employees, and agents (the “ITI Indemnitees”) harmless from and against any and all Claims to the extent that such Claims arise out of, are based on, or result from (a) the Development or Commercialization of Compounds or Products by or on behalf of Takeda or its Affiliates or its or their sublicensees, including Claims based upon product liability, except to the extent arising out of, based on or resulting from the promotion activities for the Co-Promotion Product conducted by ITI, or (b) the breach of any of Takeda’s obligations under this Agreement, including Takeda’s representations and warranties set forth herein, or (c) the willful misconduct or negligent acts of Takeda, its Affiliates, or the officers, directors, employees, or agents of Takeda or its Affiliates. The foregoing indemnity obligation shall not apply to the extent that (i) the ITI Indemnitees fail to comply with the indemnification procedures set forth in Section 11.3 and Takeda’s defense of the relevant Claims is prejudiced by such failure, or (ii) any Claim arises from, is based on, or results from any activity set forth in Section 11.1(c) or 11.1(d) for which ITI is obligated to indemnify the Takeda Indemnitees under Section 11.1.
Indemnification by Takeda. Takeda shall indemnify and defend NPS and its Affiliates and their respective officers, directors, employees, agents, successors and assigns (the “NPS Indemnitees”) against, and shall hold them harmless from, any and all Losses incurred by any NPS Indemnitee, in each case resulting from, arising out of, or otherwise with respect to:
(a) any breach of any representation, warranty, covenant or agreement of Takeda contained in this Agreement;
(b) any Retained Liability;
(c) the violation of any bulk sales statutes in connection with the transactions contemplated by this Agreement;
(d) the gross negligence or willful misconduct of Takeda or its Affiliates in the performance of the Transition Services;
(e) the failure of NPS to withhold any taxes with respect to the issuance of the Shares or payment of the Milestone Payment in immediately available funds to Takeda hereunder.
Indemnification by Takeda. TAKEDA shall indemnify, hold harmless and defend TOBIRA and its Affiliate(s), Sublicensee(s) and distributors, and their directors, officers, employees and agents from and against any and all claims (including product liability claims), losses, expenses, and costs of defence (including attorneys’ fees, witness fees, damages, judgments, fines and amounts paid in settlement) (collectively, “Losses”) resulting from any claim or claims by a Third Party to the extent that such claim or claims arising out of:
(a) a breach of TAKEDA’s warranties under Article 10.A or Article 10.B or through its wilful misconduct or negligence, or
(b) the non-clinical and clinical testing and other development of the Compounds or the Products conducted by or on behalf of TAKEDA prior to the Effective Date. in each case except to the extent such Losses arise out of the events described in Article 11.B(a), (b), or (c).
Indemnification by Takeda. Takeda hereby agrees to defend, indemnify and hold harmless Company and its Affiliates and each of their respective directors, officers, employees, agents and representatives (each, an “Company Indemnitee”) from and against any and all Losses to which any Company Indemnitee may become subject as a result of any Claim to the extent such Losses arise directly or indirectly out of: (i) the breach by Takeda of any warranty, representation, covenant or agreement made by Takeda in this Agreement; or (ii) the negligence, gross negligence or willful misconduct of Takeda or its Affiliate or its licensee (other than Company or its Affiliate), or any officer, director, employee, agent or representative thereof with respect to the Bulk Drug Product supplied to Company pursuant to this Agreement; except, with respect to each of subsections (i) through (ii) above, to the extent such Losses arise directly or indirectly from the negligence, gross negligence or willful misconduct of any Company Indemnitee or the breach by Company of any warranty, representation, covenant or agreement made by Company in this Agreement, or are subject to Company’s indemnification obligations pursuant to Section 15(A).
Indemnification by Takeda. Takeda will indemnify, defend and hold BioNumerik and its Affiliates, agents, employees, officers and directors (the "BioNumerik Indemnitees") harmless from and against any and all liability, damage, loss, cost or expense (including reasonable attorneys' fees) arising out of or relating to claims or suits by third parties arising from: (i) Takeda's failure to perform its obligations under this Agreement or Takeda's negligence or willful misconduct; or (ii) breach by Takeda of its representations and warranties under this Agreement; provided, however, that Takeda's obligations pursuant to this Section 16.3 will not apply to the extent such claims or suits result from the negligence or willful misconduct of any of the BioNumerik Indemnitees.
Indemnification by Takeda. Takeda will indemnify, defend and hold MTI, its employees and agents harmless against any and all actions, suits, claims, demands, prosecutions, liabilities, costs and expenses (including reasonable attorneys’ fees) based on or arising out of any third party claim (“Claims”) based on or arising out of the conduct of Takeda’s activities under (a) the Project or (b) breach of this Agreement, except to the extent that any Claims are determined by a court of last resort to be attributable to the negligence or willful misconduct of MTI, its employees or agents. This indemnification is contingent on (i) MTI providing Takeda with prompt written notice of any the Claim, (ii) Takeda, at its sole expense, controlling the defense of the Claim, including, without limitation, settlement of the Claim, and (iii) MTI performing, at Takeda’s sole expense, all acts that are reasonably necessary for the defense or settlement by Takeda of the Claim.
Indemnification by Takeda. Takeda hereby agrees to defend, indemnify and hold harmless Novavax and its Affiliates, and each of their respective directors, officers, employees, agents and representatives (each, an “Novavax Indemnitee”) from and against any and all claims, suits, actions, demands, liabilities, expenses and/or losses, including reasonable legal expenses and attorneys’ fees (collectively, the “Losses”), to which any Novavax Indemnitee may become subject as a result of any claim, demand, action or other proceeding by any Third Party (each, a “Claim”) to the extent such Losses arise directly or indirectly out of: [***].
Indemnification by Takeda. Takeda shall defend, indemnify, and hold AMAG and its Affiliates and its DSS and their respective officers, directors, employees, and agents (the “AMAG Indemnitees”) from and against any and all Claims to the extent that such Claims arise out of, are based on, or result from: (i) Takeda’s or its Affiliates’ or contract manufacturers’ Manufacture of Product; or (ii) Takeda’s breach of its obligations, warranties, representations or covenants under this Agreement. The foregoing indemnity obligation shall not apply to the extent (x) that the AMAG Indemnitees fail to comply with the indemnification procedures set forth in Section 9.1(c) and Takeda’s defense of the relevant Claims is materially prejudiced by such failure, or (y) of any Claim for which AMAG is required to indemnify any Takeda Indemnitee under this Agreement or the License Agreement. [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
Indemnification by Takeda. Takeda shall defend, indemnify, and hold Cell Genesys and Cell Genesys’ officers, directors, employees, and agents (the “Cell Genesys Indemnitees”) harmless from and against any and all Claims to the extent that such Claims arise out of, are based on, or result from (a) the Development, storage, handling, Distribution, use, Manufacture (unless and to the extent liability for Manufacturing activities are covered by separate indemnification pursuant to the Supply Agreement, which in such event will control) promotion, sale, offer for sale, and importation of Products by Takeda or its Affiliates, or its or their sublicensees, or distributors, or (b) the breach of any representation, warranty or covenant of Takeda set forth in this Agreement, or (c) the willful misconduct or negligent acts of Takeda or its Affiliates, or the officers, directors, employees, or agents of Takeda or its Affiliates. The foregoing indemnity obligation shall not apply to the extent that (i) the Cell Genesys Indemnitees
