Common use of Indemnification by TiGenix Clause in Contracts

Indemnification by TiGenix. Subject to the terms and conditions of this Agreement, and to the extent finally determined pursuant to clause 23.12, TiGenix hereby shall be held liable for and agrees to save, indemnify, defend and hold Sobi, its Affiliates, and their respective directors, officers, agents and employees harmless from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) arising in connection with any and all charges, complaints, actions, suits, proceedings, hearings, investigations, claims, demands, judgments, orders, decrees, stipulations or injunctions by a Third Party (each a “Claim”) resulting or otherwise arising from (a) any breach by TiGenix of any of its representations, warranties, covenants or obligations pursuant to this Agreement, (b) the negligence or willful misconduct by TiGenix or its Affiliates or their respective officers, directors, employees, agents or consultants in performing any obligations under this Agreement, (c) infringement in Third Party’s IPR when selling, distributing, marketing and promoting the Product or the ChondroCelect Process in accordance with the requirements specified under this Agreement, (d) the Excluded Liabilities, or (e) any matter related to the Product hereunder (including, for clarity, product liability Losses including defects in design and failure to warn, in each case resulting therefrom) by TiGenix or its Affiliates or their respective officers, directors, employees, agents, consultants or sublicensees; in each case except to the extent that such Losses are subject to indemnification by Sobi pursuant to clause 19.6.