Common use of Indemnification by Urovant Clause in Contracts

Indemnification by Urovant. Urovant shall defend, indemnify and hold Merck, its Affiliates and Licensees and their respective officers, directors, shareholders, employees, agents and representatives (“Merck Indemnitees”) harmless against any and all Losses which the Merck Indemnitees may become subject to as a result of the Claims arising from, related to, or attributable to (a) the breach of any of Urovant’s representations, warranties and covenants contained in Section 12.2 of this Agreement, or the breach of any other agreements or undertakings of Urovant in this Agreement and other related agreements, (b) the Development and Commercialization or other disposition of the Licensed Compound or Licensed Product by Urovant, and (c) the negligence or willful misconduct on the part of Urovant (or any of its Affiliates or Sublicensees), or any officer, director, employee, agent or representative of Urovant (or any of its Affiliates or Sublicensees) to the extent that any Losses are not the result of the negligence or willful misconduct of Merck Indemnitees. In the event that Merck is subject to any Claims that are within the scope of Urovant’s indemnification obligation under this Section 13.2: (x) Merck shall provide Urovant with written notice of any such Claim within [***] days after Merck receives notice of such Claim; (y) Urovant shall be solely responsible for the investigation, defense, settlement and discharge of such Claim; and (z) Merck shall provide Urovant with such assistance as Urovant shall reasonably request in connection with the investigation, defense, settlement and discharge of such Claim. Merck’s failure to perform any of its obligations under this Section 13.2 shall not be deemed to constitute a breach by Merck of this Agreement, and shall not relieve Urovant of its indemnification obligation hereunder, unless Urovant does not receive timely notice of such Claim, or Urovant’s ability to defend and/or settle such Claim is otherwise materially impaired by Merck’s failure hereunder, in which case Urovant shall not be required to indemnify Merck Indemnitees hereunder.

Indemnification by Urovant. Urovant shall defendagrees to indemnify, indemnify defend and hold MerckSunovion, its Affiliates Affiliates, and Licensees its and their respective officers, directors, shareholders, employees, permitted subcontractors and permitted agents and representatives (collectively, the “Merck Sunovion Indemnitees”) harmless from and against any and all Losses which resulting from any Claims by a Third Party to the Merck Indemnitees may become subject to as a result extent such Claim results from, arises from or out of, relates to, is in the nature of, or is caused by: (i) death of, or bodily injury to, any person on account of the Claims arising fromuse of any Product, related to(ii) disputes that arise between Urovant and a Market Access Customer, Government Entity, or attributable a GPO or IDN that is not a Sunovion GPO or Sunovion IDN that relate to a Urovant Market Access Contract, Urovant Government Contract, or a Urovant GPO/IDN Contract, respectively, (aiii) disputes that arise between Sunovion or Urovant and a Wholesaler, Sunovion GPO, or Sunovion IDN that relate directly to the use of any Product; provided that if such dispute does not solely relate to the use of any Product, then the Parties shall negotiate in good faith an appropriate allocation of responsibility under the circumstances; (iv) any recall, quarantine, warning or withdrawal of any Product, (v) government pricing calculations performed by Sunovion on behalf of Urovant in connection with the GPR Services; provided that such calculations were performed by Sunovion in accordance with Sunovion’s government price calculation methodologies approved by Urovant pursuant to Section 5.5, (vi) any report that is approved in writing by Urovant prior to submission or transmission by Sunovion as part of the State Transparency Reporting Services; and that is submitted or transmitted (or any report not submitted or transmitted or not properly submitted or transmitted) by or on behalf of Urovant to an applicable state or Third Party pursuant to the State Transparency Reporting Laws, (vii) a breach of any representation, warranty or covenant of Urovant’s representations, warranties and covenants contained Urovant set forth in Section 12.2 of this Agreement, or the breach of any other agreements or undertakings of Urovant in this Agreement and other related agreements, (bviii) the Development and Commercialization or other disposition of the Licensed Compound or Licensed Product by Urovantnegligence, and (c) the negligence or willful misconduct on the part of Urovant (or any of its Affiliates or Sublicensees), or any officer, director, employee, agent or representative of Urovant (or any of its Affiliates or Sublicensees) to the extent that any Losses are not the result of the gross negligence or willful misconduct of Merck Indemnitees. In the event that Merck is subject to any Claims that are within the scope of Urovant’s indemnification obligation under this Section 13.2: (x) Merck shall provide Urovant with written notice of any such Claim within [***] days after Merck receives notice of such Claim; (y) Urovant shall be solely responsible for the investigation, defense, settlement and discharge of such Claim; and (z) Merck shall provide Urovant with such assistance as Urovant shall reasonably request in connection with the investigation, defense, settlement and discharge of such Claim. Merck’s failure to perform any of its obligations under this Section 13.2 shall not be deemed to constitute a breach by Merck of this Agreement; except, and shall not relieve Urovant of its indemnification obligation hereunderin each case, unless Urovant does not receive timely notice of to the extent that such Claim, Losses (or Urovant’s ability part thereof) results from a Claim that is an indemnifiable event pursuant to defend and/or settle such Claim is otherwise materially impaired by Merck’s failure hereunderSection 12.1, in which case Sunovion shall indemnify the Urovant shall not be required to indemnify Merck Indemnitees hereunderfor such Losses (or part thereof) in accordance with Section 12.1.”

Indemnification by Urovant. Urovant shall defendagrees to indemnify, indemnify defend and hold MerckSunovion, its Affiliates Affiliates, and Licensees its and their respective officers, directors, shareholders, employees, permitted subcontractors and permitted agents and representatives (collectively, the “Merck Sunovion Indemnitees”) harmless from and against any and all Losses which resulting from any Claims by a Third Party to the Merck Indemnitees may become subject to as a result extent such Claim results from, arises from or out of, relates to, is in the nature of, or is caused by: (i) death of, or bodily injury to, any person on account of the Claims arising fromuse of any Product, related to(ii) disputes that arise between Urovant and a Market Access Customer, Government Entity, or attributable a GPO or IDN that is not a Sunovion GPO or Sunovion IDN that relate to a Urovant Market Access Contract, Urovant Government Contract, or a Urovant GPO/IDN Contract, respectively, (aiii) disputes that arise between Sunovion or Urovant and a Wholesaler, Sunovion GPO, or Sunovion IDN that relate directly to a Product; provided that if such dispute does not solely relate to a Product, then the Parties shall negotiate in good faith an appropriate allocation of responsibility under the circumstances; (iv) any recall, quarantine, warning or withdrawal of any Product, (v) government pricing calculations performed by Sunovion on behalf of Urovant in connection with the GPR Services; provided that such calculations were performed by Sunovion in accordance with Sunovion’s government price calculation methodologies approved by Urovant pursuant to Section 5.5, (vi) a breach of any representation, warranty or covenant of Urovant’s representations, warranties and covenants contained Urovant set forth in Section 12.2 of this Agreement, or the breach of any other agreements or undertakings of Urovant in this Agreement and other related agreements, (bvii) the Development and Commercialization or other disposition of the Licensed Compound or Licensed Product by Urovantnegligence, and (c) the negligence or willful misconduct on the part of Urovant (or any of its Affiliates or Sublicensees), or any officer, director, employee, agent or representative of Urovant (or any of its Affiliates or Sublicensees) to the extent that any Losses are not the result of the gross negligence or willful misconduct of Merck Indemnitees. In the event that Merck is subject to any Claims that are within the scope of Urovant’s indemnification obligation under this Section 13.2: (x) Merck shall provide Urovant with written notice of any such Claim within [***] days after Merck receives notice of such Claim; (y) Urovant shall be solely responsible for the investigation, defense, settlement and discharge of such Claim; and (z) Merck shall provide Urovant with such assistance as Urovant shall reasonably request in connection with the investigation, defense, settlement and discharge of such Claim. Merck’s failure to perform any of its obligations under this Section 13.2 shall not be deemed to constitute a breach by Merck of this Agreement; except, and shall not relieve Urovant of its indemnification obligation hereunderin each case, unless Urovant does not receive timely notice of to the extent that such Claim, Losses (or Urovant’s ability part thereof) results from a Claim that is an indemnifiable event pursuant to defend and/or settle such Claim is otherwise materially impaired by Merck’s failure hereunderSection 12.1, in which case Urovant shall not be required to indemnify Merck the Sunovion Indemnitees hereunderfor such Losses (or part thereof) in accordance with Section 12.1.