Common use of Indemnification by Targacept Clause in Contracts

Indemnification by Targacept. Targacept shall indemnify, defend and hold APSA and its Affiliates and each of their respective agents, employees, officers and directors (the “APSA Indemnitees”) harmless from and against any Losses arising from or occurring as a result of (a) any breach by Targacept of this Agreement, (b) Targacept’s performance of its obligations under this Agreement and/or (c) the manufacture, use or sale of any Collaboration Compound or any product containing a Collaboration Compound by Targacept and its Affiliates, Sublicensees, distributors and agents, except for those Losses for which APSA has an obligation to indemnify Targacept pursuant to Section 10.1, as to which Losses each Party shall indemnify the other to the extent of their respective liability for the Losses. Notwithstanding any provision hereof to the contrary, Targacept shall have no obligation to indemnify any APSA Indemnitee against any Losses in connection with any product liability claim arising out of the manufacture, use or sale of any Licensed Product by APSA and its Affiliates, Sublicensees, distributors and agents, regardless of whether such claim sounds in tort, contract, strict liability, products liability or any other legal theory.

Indemnification by Targacept. Targacept shall indemnify, defend and hold APSA Xx. Xxxx and its Affiliates and each of their respective agents, employees, officers and directors (the “APSA Xx. Xxxx Indemnitees”) harmless from and against any Losses arising from or occurring as a result of (a) any breach by Targacept of this Agreement, (b) Targacept’s performance of its obligations under this Agreement and/or Agreement, or (c) the manufacture, use or sale of any Collaboration Compound or any product (including any Licensed Product) containing a any Collaboration Compound by Targacept and its Affiliates, Sublicensees, distributors and agentsagents in the Rest of World, except for those Losses for which APSA Xx. Xxxx has an obligation to indemnify Targacept pursuant to Section 10.1, as to which Losses each Party shall indemnify the other to the extent of their respective liability for the Losses. Notwithstanding any provision hereof to the contrary, Targacept shall have no obligation to indemnify any APSA Xx. Xxxx Indemnitee against any Losses in connection with any product liability claim arising solely out of the manufacture, use or sale of any Licensed Product by APSA Xx. Xxxx and its Affiliates, Sublicensees, distributors and agentsagents in the Territory, regardless of whether such claim sounds in tort, contract, strict liability, products liability or any other legal theory.

Indemnification by Targacept. Targacept shall indemnify, defend and hold APSA Aventis and its Affiliates and each of their respective agents, employees, officers and directors (collectively, the “APSA Aventis Indemnitees”) harmless from and against any Losses arising from or occurring as a result of of: (a) any breach by Targacept of this Agreement, ; (b) Targacept’s negligent performance of its obligations under this Agreement and/or Agreement; (c) the manufacture, use or sale of any Collaboration Targacept Development Compound or any product containing a Collaboration any Targacept Development Compound (including, without limitation, Targacept Licensed Products) by Targacept and or its Affiliates, Sublicensees, distributors and or agents; and/or (d) the manufacture, except use or sale of any Alliance Compounds or any product containing any Alliance Compound (including, without limitation, Alliance Products) by Targacept or its Affiliates, Sublicensees, distributors or agents; except, in each case, for those Losses for which APSA Aventis has an obligation to indemnify Targacept pursuant to Section 10.1, as to which Losses each Party shall indemnify the other to the extent of their respective liability for the Losses. Notwithstanding any provision hereof to the contrary, Targacept shall have no obligation to indemnify any APSA Aventis Indemnitee against any Losses in connection with any product liability claim arising out of the manufacture, use or sale of any Licensed Product product by APSA Aventis and its Affiliates, Sublicensees, distributors and agents, regardless of whether such claim sounds in tort, contract, strict liability, products liability or any other legal theory.