Common use of Indemnification by Xxxxxxxxx Clause in Contracts

Indemnification by Xxxxxxxxx. Xxxxxxxxx shall indemnify, defend and hold harmless AstraZeneca, its Affiliates, and each of its and their respective employees, officers, directors, agents and Sublicensees (each, a “AstraZeneca Indemnified Party”) [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. from and against any and all losses, damages, liabilities, settlements, penalties, fines and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Liability”) that the AstraZeneca Indemnified Party may be required to pay to one or more Third Parties to the extent resulting from or arising out of: (a) any Xxxxxxxxx representation or warranty set forth herein being untrue in any material respect when made or any material breach by Xxxxxxxxx of any of its covenants or obligations hereunder; or (b) the gross negligence or willful misconduct by or of Xxxxxxxxx, its Affiliates and their respective officers, directors, agents and Sublicensees in performing any of their obligations under this Agreement; or (c) Xxxxxxxxx’x or its Affiliates’ Development of a Collaboration Compound; or except in each case, to the extent caused by the gross negligence or willful misconduct of AstraZeneca or any AstraZeneca Indemnified Party, or by breach of this Agreement by AstraZeneca.

Indemnification by Xxxxxxxxx. Xxxxxxxxx shall indemnify, defend and hold harmless AstraZeneca, its Affiliates, and each of its and their respective employees, officers, directors, agents and Sublicensees (each, a “AstraZeneca Indemnified Party”) [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. from and against any and all losses, damages, liabilities, settlements, penalties, fines and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Liability”) that the AstraZeneca Indemnified Party may be required to pay to one or more Third Parties to the extent resulting from or arising out of: (a) any Xxxxxxxxx representation or warranty set forth herein being untrue in any material respect when made or any material breach by Xxxxxxxxx of any of its covenants or obligations hereunder; or (b) the gross negligence or willful misconduct by or of Xxxxxxxxx, its Affiliates and their respective officers, directors, agents and Sublicensees in performing any of their obligations under this Agreement; or (c) Xxxxxxxxx’x or its Affiliates’ Development of a Collaboration Compound; or except in each case, to the extent caused by the gross negligence or willful misconduct of AstraZeneca or any AstraZeneca Indemnified Party, or by breach of this Agreement by AstraZeneca.

Indemnification by Xxxxxxxxx. Xxxxxxxxx shall indemnify, defend and hold harmless AstraZeneca, its Affiliates, and each of its and their respective employees, officers, directors, agents and Sublicensees (each, a “AstraZeneca Indemnified Party”) [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. from and against any and all losses, damages, liabilities, settlements, penalties, fines and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Liability”) that the AstraZeneca Indemnified Party may be required to pay to one or more Third Parties to the extent resulting from or arising out of: (a) any Xxxxxxxxx representation or warranty set forth herein being untrue in any material respect when made or any material breach by Xxxxxxxxx of any of its covenants or obligations hereunder; or (b) the gross negligence or willful misconduct by or of Xxxxxxxxx, its Affiliates and their respective officers, directors, agents and Sublicensees in performing any of their obligations under this Agreement; oror ​ ​ ​ ​ (c) Xxxxxxxxx’x or its Affiliates’ Development of a Collaboration Compound; or except in each case, to the extent caused by the gross negligence or willful misconduct of AstraZeneca or any AstraZeneca Indemnified Party, or by breach of this Agreement by AstraZeneca.