Common use of Indemnification by Takeda Clause in Contracts

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 hereby agrees to defend, indemnify indemnify, and hold harmless Ultragenyx Licensee and its Affiliates and each of their respective directors, officers, employees, agents and representatives (each, an “Ultragenyx Licensee Indemnitee”) from and against any and all Losses to which any Ultragenyx Licensee Indemnitee may become subject incur, suffer, or be required to pay as a result of of, or arising in connection with, any Claim to the extent such Losses Claims arise directly or indirectly out ofresult from: (ia) the practice Exploitation of the Licensed Compounds or Licensed Products by Takeda or its Affiliate of any license granted or its licensee prior to it under ARTICLE 3the Effective Date; (iib) the Exploitation of a Product the Licensed Compounds or Licensed Products in the Women’s Health Field in the Takeda Territory, or the Commercialization of the Licensed Compounds or Licensed Products in the Men’s Health Field in the Takeda Territory, in each case, by or on behalf of Takeda, its Affiliates Affiliate, 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 licensee (other than Licensee 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 15.3Affiliate); (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, (ivc) the breach by Takeda of any warranty, representation, covenant covenant, or agreement made by Takeda in this Agreement; (ivd) the negligence, gross negligence 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 Licensee or its Affiliate or sublicenseeAffiliate), or any officer, director, employee, agent or representative thereof; and (e) the failure to comply with Applicable Law by or on behalf of Takeda in connection with the Licensed Compound, Licensed Products, or this Agreement; except, with respect to each of subsections (ia) through (ive) above, to the extent such Losses arise directly or indirectly result from the negligence, gross negligence negligence, or willful misconduct of any Ultragenyx Indemnitee Licensee Indemnitee, or the breach by Ultragenyx Licensee of any warranty, representation, covenant covenant, or agreement made by Ultragenyx Licensee in this Agreement. Notwithstanding [***] = Portions of this exhibit have been omitted and filed separately with 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(sSecurities and Exchange Commission. Confidential treatment requested under 17 C.F.R. Sections 200.80(b)(4) that are the subject of such license agreementand 230.406.

Indemnification by Takeda. Takeda hereby agrees to defend, indemnify and hold harmless Ultragenyx Licensee and its Affiliates and each of their respective directors, officers, employees, agents and representatives (each, an “Ultragenyx Licensee Indemnitee”) from and against any and all Losses to which any Ultragenyx Licensee 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 3Article 4; (ii) the Exploitation manufacture, use, handling, storage, sale or other disposition of a the Compound or the Product (other than the manufacture, use, handling, storage, by Takeda, Takeda or any of its Affiliates or its sublicensees on licensees for any of the Licensee Indemnitees or after the Effective Date, including, for the avoidance sale or other disposition 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 by Takeda or its territory Affiliate or field that is its licensee to any of the subject matter of a termination Licensee Indemnitees) by Ultragenyx pursuant to Section 15.3Takeda or its Affiliate or its licensee (other than Licensee or its Affiliate or sublicensee); (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; or (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 Licensee or its Affiliate or sublicenseeAffiliate), 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 Licensee Indemnitee or the breach by Ultragenyx Licensee of any warranty, representation, covenant or agreement made by Ultragenyx Licensee 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 are subject to Licensee’s indemnification terms with respect obligations pursuant to such Product(s) that are the subject of such license agreementSection 15.1.

Indemnification by Takeda. Takeda hereby agrees to defendshall indemnify, indemnify defend and hold harmless Ultragenyx and its Affiliates and each of their respective directors, officers, employees, agents and representatives (each, an “Ultragenyx Indemnitee”) SPI from and against any and all Losses to which any Ultragenyx Indemnitee may become subject liabilities, damages, losses, costs or expenses (including reasonable attorneys’ and professional fees and other expenses of litigation and/or arbitration) (a “Liability”) resulting from a claim, suit or proceeding made or brought by a third party against SPI or its Affiliates arising from or occurring as a result of any Claim to the extent such Losses arise directly or indirectly out of: (i) any breach of the practice representations and warranties made by Takeda (and, if applicable Takeda Affiliates or its Affiliate of any license granted to it under ARTICLE 3sub-licensee(s)) in Article 9; (ii) the Exploitation negligence of a Product Takeda (and if applicable Takeda Affiliates or its sub-licensees) in conducting any research, development, if conducted by Takeda, its Takeda Affiliates or its sublicensees on sub-licensee(s), testing, importation, use, offer for sale, sale or after the Effective Date, including, for the avoidance other distribution of doubt, any Product Liabilities arising from the use on or after the Effective Date of a Licensed [***] Product in the by Takeda Field in the Territory and any Losses that may arise due to Takeda(or, its if applicable Takeda 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 15.3sub-licensee(s)) (including without limitation, product liability claims); (iii) the Exploitation of any Licensed [***] ProductCommercialization by Takeda (and, [***] Product or Candidate Product by Takeda, its if applicable Takeda Affiliates or its licensees before sub-licensee(s)), despite SPI’s good faith and commercially reasonable proposal to change the Effective DateCommercialization Plan or the Commercialization because of the possible illegality of the sales and marketing practice, includingor as a result of unfair practice or unfair competition which is not within industry standard by Takeda (and, for the avoidance of doubt, any Product Liabilities arising from the use of a Licensed [***] Product, [***] Product or Candidate Product by Takeda, its if applicable Takeda Affiliates or its licensees before the Effective Date, sub-licensee(s)) or (iv) the breach by failure of Takeda (and, if applicable Takeda Affiliates or its sub-licensee(s)) to comply with any provision of any warranty, representation, covenant or agreement made by Takeda in this Agreement; (iv) , or with any applicable laws, regulations and/or administrative decisions relating to the negligenceProducts, gross negligence or willful misconduct (including except in each case 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 caused by the extent such Losses arise directly or indirectly from the negligence, gross negligence or willful misconduct of any Ultragenyx Indemnitee SPI 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 agreementits Affiliates.

Indemnification by Takeda. Takeda hereby agrees to defend, indemnify and hold harmless Ultragenyx Licensee and its Affiliates and each of their respective directors, officers, employees, agents and representatives (each, an “Ultragenyx Licensee Indemnitee”) from and against any and all Losses to which any Ultragenyx Licensee 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 3Article 4; (ii) the Exploitation manufacture, use, handling, storage, sale or other disposition of a the Compound or the Product (other than the manufacture, use, handling, storage, by Takeda, Takeda or any of its Affiliates or its sublicensees on licensees for any of the Licensee Indemnitees or after the Effective Date, including, for the avoidance sale or other disposition 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 by Takeda or its territory Affiliate or field that is its licensee to any of the subject matter of a termination Licensee Indemnitees) by Ultragenyx pursuant to Section 15.3Takeda or its Affiliate or its licensee (other than Licensee or its Affiliate or (Sub)licensee); (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; or (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 Licensee or its Affiliate or sublicenseeAffiliate), 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 Licensee Indemnitee or the breach by Ultragenyx Licensee of any warranty, representation, covenant or agreement made by Ultragenyx Licensee 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 are subject to Licensee’s indemnification terms with respect obligations pursuant to such Product(s) that are the subject of such license agreementSection 15.1.

Indemnification by Takeda. Takeda hereby agrees to defend, indemnify and hold harmless Ultragenyx Ovid and its Affiliates Affiliates, and each of their respective directors, officers, employees, agents and representatives (each, an “Ultragenyx Ovid Indemnitee”) from and against any and all Losses to which any Ultragenyx Ovid Indemnitee may become subject as a result of any Claim to the extent such Claim alleges Losses arise arising directly or indirectly out of: (i) the manufacture, use, handling, [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. storage, sale or other disposition of the Compound or a Product by Takeda or its Affiliates or its licensees (other than Ovid or its Affiliates or sublicensees) (including Product Liability Claims); (ii) 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 of any license or sublicense right under Article 3 to Develop or Commercialize the Effective Date, including, for Compound or Product pursuant to the avoidance terms 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, this Agreement; (iviii) the breach by Takeda of any warranty, representation, covenant or agreement made by Takeda in this Agreement or any Ancillary 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 Product Liability Claims under any legal theory) of Takeda or Takeda, its Affiliate or its licensee (other than Ultragenyx Ovid or its Affiliate or sublicenseeAffiliate), 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 any of the negligence, gross negligence acts or willful misconduct of any Ultragenyx Indemnitee or the breach by Ultragenyx of any warranty, representation, covenant or agreement made by Ultragenyx omissions described 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(sclauses (i) that are the subject of such license agreementthrough (iv) in Section 14.1.

Indemnification by Takeda. Takeda hereby agrees to shall defend, indemnify indemnify, and hold harmless Ultragenyx Affymax, its Affiliates, its sublicensees under this Agreement and its Affiliates and each of their respective officers, directors, officers, employees, and agents and representatives (each, an “Ultragenyx Indemnitee”the "Affymax Indemnitees") harmless from and against any and all Losses to which any Ultragenyx Indemnitee may become subject as a result of any Claim Claims to the extent that such Losses Claims arise directly or indirectly out of: , are based on, or result from (a) the Development, manufacture, storage, handling, use, promotion, sale, offer for sale, and importation of Hematide and/or Product by Takeda or its Affiliates, sublicensees, or distributors, subject to Section 11.3; (b) a breach of any of Takeda's representations, warranties, and obligations under the 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 if the Affymax Indemnitees fail to comply with the indemnification procedures set forth in Section 11.4, or to the extent that any Claim arises from, is based on, or results from (i) the practice Development, manufacture, storage, handling, use, promotion, sale, offer for sale, and importation of Hematide and/or Product by Takeda or its Affiliate on behalf of any license granted Affymax or the Development activities conducted by or on behalf of Affymax, including without limitation the Development activities prior to it under ARTICLE 3or ongoing as of the Effective Date; (ii) a breach of any of Affymax's representations, warranties, and obligations under the Exploitation of a Product by Takeda, its Affiliates Agreement; 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 willful misconduct or negligent acts of any Licensed [***] Product, [***] Product or Candidate Product by TakedaAffymax, its Affiliates Affiliates, or the officers, directors, employees, or agents of Affymax 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 agreementAffiliates.

Indemnification by Takeda. Takeda hereby agrees to defendshall indemnify, indemnify defend and hold harmless Ultragenyx SPI and its Affiliates and each of their respective directors, officers, employees, agents and representatives (each, an “Ultragenyx Indemnitee”) SAG from and against any and all Losses to which any Ultragenyx Indemnitee may become subject liabilities, damages, losses, costs or expenses (including reasonable attorneys’ and professional fees and other expenses of litigation and/or arbitration) (a “Liability”) resulting from a claim, suit or proceeding made or brought by a third party against SPI, SAG or its Affiliates arising from or occurring as a result of any Claim to the extent such Losses arise directly or indirectly out of: (i) any breach of the practice representations and warranties made by Takeda (and, if applicable Takeda Affiliates or its Affiliate of any license granted to it under ARTICLE 3Sub-Licensee(s)) in Article 8; (ii) the Exploitation negligence of a Product Takeda (and, if applicable, Takeda Affiliates or its Sub-Licensee(s)) in conducting any research, development, if conducted by Takeda, its Takeda Affiliates or its sublicensees on Sub-Licensee(s), testing, importation, use, offer for sale, sale or after the Effective Date, including, for the avoidance other distribution of doubt, any Product Liabilities arising from the use on or after the Effective Date of a Licensed [***] Product in the by Takeda Field in the Territory and any Losses that may arise due to Takeda(or, its if applicable Takeda 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; Sub-Licensee(s)) (including without limitation, product liability claims), (iii) the Exploitation of any Licensed [***] ProductCommercialization by Takeda (and, [***] Product or Candidate Product by Takeda, its if applicable Takeda Affiliates or its licensees before Sub-Licensee(s)), despite SPI’s good faith proposal to change the Effective DateCommercialization Plan or the Commercialization because of the possible illegality of the sales and marketing practice, includingor as a result of unfair practice or unfair competition which is not within industry standard by Takeda (and, for the avoidance of doubt, any Product Liabilities arising from the use of a Licensed [***] Product, [***] Product or Candidate Product by Takeda, its if applicable Takeda Affiliates or its licensees before the Effective DateSub-Licensee(s)), or (iv) the breach by failure of Takeda (and, if applicable Takeda Affiliates or its Sub-Licensee(s)) to comply with any provision of any warranty, representation, covenant or agreement made by Takeda in this Agreement; (iv) , or with any applicable laws, regulations and/or administrative decisions relating to the negligenceProducts, gross negligence or willful misconduct (including except in each case 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 caused by the extent such Losses arise directly or indirectly from the negligence, gross negligence or willful misconduct of any Ultragenyx Indemnitee SPI, SAG 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 agreementits Affiliates.

Indemnification by Takeda. Takeda hereby agrees to defend, indemnify and hold harmless Ultragenyx MacroGenics and its Affiliates Affiliates, and each of their respective directors, officers, employees, agents and representatives (each, an a “Ultragenyx MacroGenics Indemnitee”) from and against any and all Losses claims, suits, actions, demands, liabilities, expenses and/or losses, including reasonable legal expenses and attorneys’ fees (collectively, the “Losses”), to *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. which any Ultragenyx MacroGenics Indemnitee may become subject as a result of any Claim claim, demand, action or other proceeding by any Third Party (each, a “Claim”) to the extent such Losses arise directly or indirectly out of: (ia) the practice by Takeda or its Affiliate or sublicensee of any license granted to it under ARTICLE 3Article 3 or Article 6; (iib) the Exploitation manufacture, use, handling, storage, sale marketing, export, import or other disposition 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 by Takeda or its territory Affiliate or field that is the subject matter of a termination by Ultragenyx pursuant to Section 15.3sublicensee; (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, (ivc) the breach by Takeda of any warranty, representation, covenant or agreement made by Takeda in this Agreement, or, if MacroGenics exercises the Co-Promote Option, the Co-Promotion Agreement; and (ivd) the negligence, gross negligence negligence, illegal conduct or willful misconduct (including to the extent such negligence, gross negligence negligence, illegal conduct 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 (ia) through (ivd) above, to the extent such Losses arise directly or indirectly from the negligence, gross negligence negligence, illegal conduct or willful misconduct of any Ultragenyx MacroGenics Indemnitee or the breach by Ultragenyx MacroGenics of any warranty, representation, covenant or agreement made by Ultragenyx MacroGenics 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 hereby agrees to shall defend, indemnify indemnify, and hold harmless Ultragenyx Affymax, its Affiliates, its sublicensees under this Agreement and its Affiliates and each of their respective officers, directors, officers, employees, and agents and representatives (each, an the “Ultragenyx IndemniteeAffymax Indemnitees”) harmless from and against any and all Losses to which any Ultragenyx Indemnitee may become subject as a result of any Claim Claims to the extent that such Losses Claims arise directly or indirectly out of: , are based on, or result from (a) the Development, manufacture, storage, handling, use, promotion, sale, offer for sale, and importation of Hematide and/or Product by Takeda or its Affiliates, sublicensees, or distributors, subject to Section 11.3; (b) a breach of any of Takeda’s representations, warranties, and obligations under the 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 if the Affymax Indemnitees fail to comply with the indemnification procedures set forth in Section 11.4, or to the extent that any Claim arises from, is based on, or results from (i) the practice Development, manufacture, storage, handling, use, promotion, sale, offer for sale, and importation of Hematide and/or Product by Takeda or its Affiliate on behalf of any license granted Affymax or the Development activities conducted by or on behalf of Affymax, including without limitation the Development activities prior to it under ARTICLE 3or ongoing as of the Effective Date; (ii) a breach of any of Affymax’s representations, warranties, and obligations under the Exploitation of a Product by Takeda, its Affiliates Agreement; 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 [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of any Licensed [***] Productthe Securities Act of 1933, [***] Product as amended. willful misconduct or Candidate Product by Takedanegligent acts of Affymax, its Affiliates Affiliates, or the officers, directors, employees, or agents of Affymax 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 agreementAffiliates.

Indemnification by Takeda. Takeda hereby agrees to defendshall indemnify, indemnify defend and hold harmless Ultragenyx SPI and its Affiliates and each of their respective directors, officers, employees, agents and representatives (each, an “Ultragenyx Indemnitee”) RTU from and against any and all Losses to which any Ultragenyx Indemnitee may become subject liabilities, damages, losses, costs or expenses (including reasonable attorneys’ and professional fees and other expenses of litigation and/or arbitration) (the “Liability”) resulting from a claim, suit or proceeding made or brought by a third party against SPI, RTU or its Affiliates arising from or occurring as a result of any Claim to the extent such Losses arise directly or indirectly out of: (i) any breach of the practice representations and warranties made by Takeda (and, if applicable Takeda Affiliates or its Affiliate of any license granted to it under ARTICLE 3sub-licensee(s)) in Article 6; (ii) the Exploitation negligence of a Product Takeda (and, if applicable, Takeda Affiliates or its sub-licensee(s)) in conducting any research, development, if conducted by Takeda, its Takeda Affiliates or its sublicensees on sub-licensee(s), testing, importation, use, offer for sale, sale or after the Effective Date, including, for the avoidance other distribution of doubt, any Product Liabilities arising from the use on or after the Effective Date of a Licensed [***] Product in the by Takeda Field in the Territory and any Losses that may arise due to Takeda(or, its if applicable Takeda 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; sub-licensee(s)) (including without limitation, product liability claims), (iii) the Exploitation of any Licensed [***] ProductCommercialization by Takeda (and, [***] Product or Candidate Product by Takeda, its if applicable Takeda Affiliates or its licensees before sub-licensee(s)), despite SPI’s good faith proposal to change the Effective Datecommercialization plan or the Commercialization because of the possible illegality of the sales and marketing practice, includingor as a result of unfair practice or unfair competition which is not within industry standard by Takeda (and, for the avoidance of doubt, any Product Liabilities arising from the use of a Licensed [***] Product, [***] Product or Candidate Product by Takeda, its if applicable Takeda Affiliates or its licensees before the Effective Datesub-licensee(s)), or (iv) the breach by failure of Takeda (and, if applicable Takeda Affiliates or its sub-licensee(s)) to comply with any provision of any warranty, representation, covenant or agreement made by Takeda in this Agreement; (iv) , or with any applicable laws, regulations and/or administrative decisions relating to the negligenceProducts, gross negligence or willful misconduct (including except in each case 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 caused by the extent such Losses arise directly or indirectly from the negligence, gross negligence or willful misconduct of any Ultragenyx Indemnitee SPI, RTU 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 agreementits Affiliates.

Indemnification by Takeda. Takeda hereby agrees to defendsave, indemnify defend and hold harmless Ultragenyx Amylin and its Affiliates Affiliates, and each of their respective directors, officers, employees, agents and representatives (each, an “Ultragenyx Amylin Indemnitee”) harmless from and against any and all Losses claims, suits, actions, demands, liabilities, expenses and/or loss, including reasonable legal expense and attorneys’ fees (collectively, the “Losses”), to which any Ultragenyx Amylin Indemnitee may become subject as a result of any Claim claim, demand, action or other proceeding by any Third Party (each, a “Claim”) to the extent such Losses arise directly or indirectly out of: (i) the practice by Takeda or its Affiliate or sublicensee of any license granted to it under ARTICLE 3Article 7; (ii) the Exploitation manufacture, use, handling, storage, sale or other disposition 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 by Takeda or its territory Affiliate or field that is the subject matter of a termination by Ultragenyx pursuant to Section 15.3sublicensee; (iii) failure by Takeda to obtain or maintain rights under the Exploitation of any Licensed [***] Product, [***] Product or Candidate Product by Takeda, its Affiliates or its licensees before Takeda Technology sufficient to grant Amylin 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, licenses set forth in Article 7; (iv) the breach by Takeda of any warranty, representation, covenant or agreement made by Takeda in this Agreement, or, if Amylin exercises the Co-Commercialization Option, the Co-Commercialization Agreement; (ivv) 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; or (vi) any development or commercialization by Takeda or its Affiliate or sublicensee of any Licensed Compound or Product following the termination of this Agreement by Amylin pursuant to Section 13.2.3(a) with respect to such Licensed Compound or Product; except, with respect to each of subsections (i) through (ivvi) above, to the extent such Losses arise directly or indirectly from the negligence, gross negligence or willful misconduct of any Ultragenyx Amylin Indemnitee or the breach by Ultragenyx Amylin of any warranty, representation, covenant or agreement made by Ultragenyx Amylin 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 hereby agrees to defend, indemnify indemnify, and hold harmless Ultragenyx Licensee and its Affiliates and each of their respective directors, officers, employees, agents and representatives (each, an “Ultragenyx Licensee Indemnitee”) from and against any and all Losses to which any Ultragenyx Licensee Indemnitee may become subject incur, suffer, or be required to pay as a result of of, or arising in connection with, any Claim to the extent such Losses Claims arise directly or indirectly out ofresult from: (ia) the practice Exploitation of the Licensed Compounds or Licensed Products by Takeda or its Affiliate of any license granted or its licensee prior to it under ARTICLE 3the Effective Date; (iib) the Exploitation of a Product the Licensed Compounds or Licensed Products in the Women’s Health Field in the Takeda Territory, or the Commercialization of the Licensed Compounds or Licensed Products in the Men’s Health Field in the Takeda Territory, in each case, by or on behalf of Takeda, its Affiliates Affiliate, 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 licensee (other than Licensee 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 15.3Affiliate); (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, (ivc) the breach by Takeda of any warranty, representation, covenant covenant, or agreement made by Takeda in this Agreement; (ivd) the negligence, gross negligence 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 Licensee or its Affiliate or sublicenseeAffiliate), or any officer, director, employee, agent or representative thereof; and (e) the failure to comply with Applicable Law by or on behalf of Takeda in connection with the Licensed Compound, Licensed Products, or this Agreement; except, with respect to each of subsections (ia) through (ive) above, to the extent such Losses arise directly or indirectly result from the negligence, gross negligence negligence, or willful misconduct of any Ultragenyx Indemnitee Licensee Indemnitee, or the breach by Ultragenyx Licensee of any warranty, representation, covenant covenant, or agreement made by Ultragenyx Licensee 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 hereby agrees to shall defend, indemnify indemnify, and hold harmless Ultragenyx Cell Genesys and its Affiliates and each of their respective Cell Genesys’ officers, directors, officers, employees, and agents and representatives (each, an the “Ultragenyx IndemniteeCell Genesys Indemnitees”) harmless from and against any and all Losses to which any Ultragenyx Indemnitee may become subject as a result of any Claim Claims to the extent that such Losses Claims arise directly or indirectly 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 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 Cell Genesys Indemnitees [***] Product in the Takeda Field in the Territory and any Losses that may arise due to Takeda= INDICATES THAT CERTAIN INFORMATION CONTAINED HEREIN HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, 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 AgreementAS AMENDED. 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 agreementCONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION.

Indemnification by Takeda. Takeda hereby agrees to defendshall indemnify, indemnify defend and hold harmless Ultragenyx and its Affiliates and each of their respective directors, officers, employees, agents and representatives (each, an “Ultragenyx Indemnitee”) SPI from and against any and all Losses to which any Ultragenyx Indemnitee may become subject liabilities, damages, losses, costs or expenses (including reasonable attorneys’ and professional fees and other expenses of litigation and/or arbitration) (a “Liability”) resulting from a claim, suit or proceeding made or brought by a third party against SPI or its Affiliates arising from or occurring as a result of any Claim to the extent such Losses arise directly or indirectly out of: (i) any breach of the practice representations and warranties made by Takeda (and, if applicable Takeda Affiliates or its Affiliate of any license granted to it under ARTICLE 3sub-licensee(s)) in Article 9; (ii) the Exploitation negligence of a Product Takeda (and if applicable Takeda Affiliates or its sub-licensees) in conducting any research, development, if conducted by Takeda, its Takeda Affiliates or its sublicensees on sub-licensee(s), testing, importation, use, offer for sale, sale or after the Effective Date, including, for the avoidance other distribution of doubt, any Product Liabilities arising from the use on or after the Effective Date of a Licensed [***] Product in the by Takeda Field in the Territory and any Losses that may arise due to Takeda(or, its if applicable Takeda 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 15.3sub-licensee(s)) (including without limitation, product liability claims); (iii) the Exploitation of any Licensed [***] ProductCommercialization by Takeda (and, [***] Product or Candidate Product by Takeda, its if applicable Takeda Affiliates or its licensees before sub-licensee(s)), despite SPI’s good faith and commercially reasonable proposal to change the Effective DateCommercialization Plan or the Commercialization because of the possible illegality of the sales and marketing practice, includingor as a result of unfair practice or unfair competition which is not within industry standard by Takeda (and, for the avoidance of doubt, any Product Liabilities arising from the use of a Licensed [***] Product, [***] Product or Candidate Product by Takeda, its if applicable Takeda Affiliates or its licensees before the Effective Date, sub-licensee(s)) or (iv) the breach by failure of Takeda (and, if applicable Takeda Affiliates or its sub-licensee(s)) to comply with any provision of any warranty, representation, covenant or agreement made by Takeda in this Agreement; (iv) , or with any applicable laws, regulations and/or administrative decisions relating to the negligenceProducts, gross negligence or willful misconduct (including except in each case 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 caused by the extent such Losses arise directly or indirectly from the negligence, gross negligence or willful misconduct of any Ultragenyx Indemnitee SPI or the breach by Ultragenyx of any warranty, representation, covenant or agreement made by Ultragenyx in this Agreementits Affiliates. 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.10.2

Indemnification by Takeda. Subject to, and upon, the terms, conditions and limitations set forth in this Article 15, Takeda hereby agrees to defend, indemnify and hold harmless Ultragenyx Licensee and its Affiliates and each of their respective directors, officers, employees, agents and representatives (each, an a “Ultragenyx Licensee Indemnitee”) from and against any and all Losses to which any Ultragenyx Licensee Indemnitee may become subject as a result of any Claim to the extent such Losses arise directly or indirectly out of: (ia) the practice by Takeda or its Affiliate any of any license granted to it under ARTICLE 3; (ii) the Exploitation of a Product by Takeda, its Affiliates or Sublicensees of any rights licensed to Takeda under Section 13.6(d) or Article 2 (except for any Losses arising directly or indirectly out of or otherwise relating to the Existing Research Material, the [ ]*, the Compound produced in connection with the [ ]* Agreement or any Information produced in connection with the [ ]* Agreement, unless and to the extent that Takeda is required to indemnify for any of such Losses due to a breach of covenant under clause (c) below); (b) the use, handling, storage, sale or other disposition of the Compound or any Product by Takeda or any of its sublicensees on Affiliates, Third Party licensees, Sublicensees or Subcontractors, including any use of the Compound or any Product by Takeda or any of its Affiliates, Third Party licensees, Sublicensees or Subcontractors for Development and Commercialization or other Exploitation 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 Term under Section 15.313.6(d); (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, (ivc) the breach by Takeda of any warranty, representation, covenant or agreement made by Takeda in this Agreement; or (ivd) the alleged or actual negligence, gross negligence or willful misconduct (including to the extent such negligence, gross negligence or willful misconduct gives rise to product liability Claims Product Liabilities under any legal theory) of Takeda or any of its Affiliate or its licensee Affiliates, Takeda’s licensees (other than Ultragenyx Licensee or any of its Affiliate Affiliates, or sublicenseeany of its or their Sublicensees or Subcontractors), Takeda’s Sublicensees or Takeda’s Subcontractors, or any officer, director, employee, agent or representative thereof; except, with respect to each of subsections (ia) through (ivd) above, to the extent such Losses arise directly or indirectly from (i) the negligence, gross negligence or willful misconduct of any Ultragenyx Indemnitee Licensee Indemnitee, or (ii) the breach by Ultragenyx Licensee of any warranty, representation, covenant or agreement made by Ultragenyx Licensee 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.