Common use of Indemnification Limitation of Liability Insurance Clause in Contracts

Indemnification Limitation of Liability Insurance. 10.1 AVECIA shall indemnify, defend and hold harmless CUSTOMER and its Affiliates, and their respective employees, officers, directors and agents (“CUSTOMER Indemnitees”) from all losses, liabilities, damages, costs and expenses, including reasonable attorneys’ fees and costs (“Losses”) to which any CUSTOMER Indemnitee may become subject as a result of any claim, demand, action or other proceeding by a Third Party (a “Claim”) to the extent arising from (i) any breach of the covenants, representations, warranties or other agreements of AVECIA hereunder, (ii) the negligence or willful misconduct of any AVECIA Indemnitee (defined below), or (iii) [*]; in each case other than to the extent arising from (a) any breach of the covenants, representations, warranties or other agreements of CUSTOMER hereunder or (b) the negligence or willful misconduct of any CUSTOMER Indemnitee. 10.2 CUSTOMER shall indemnify, defend and hold harmless AVECIA and its Affiliates, and their respective employees, officers, directors and agents (collectively, “AVECIA Indemnitees”) from all Losses to which any AVECIA Indemnitee may become subject as a [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. 292624338 v2 result of any Claim to the extent arising from (i) any breach of the covenants, representations, warranties or other agreements of CUSTOMER hereunder, (ii) the negligence or willful misconduct of any CUSTOMER Indemnitee, (iii) [*], or (iv) the use or sale of Product by CUSTOMER; in each case other than to the extent arising from (a) any breach of the covenants, representations, warranties or other agreements of AVECIA hereunder or (b) the negligence or willful misconduct of any AVECIA Indemnitee. 10.3 Each Party’s agreement to indemnify, defend and hold harmless the other is conditioned on the indemnified Party (i) providing written notice to the indemnifying Party of any Claim arising out of the indemnified activities within thirty (30) days after the indemnified Party has knowledge of such Claim, provided that the failure to so notify the indemnifying Party will not relieve the indemnifying Party of its obligations hereunder except to the extent such failure shall have actually materially prejudiced the indemnifying Party’s ability to defend such Claim; (ii) permitting the indemnifying Party to assume full responsibility to investigate, prepare for and defend against any such Claim; (iii) assisting the indemnifying Party, at the indemnifying Party’s reasonable expense, in the investigation, preparation, and defense of any such Claim; (iv) undertaking reasonable steps to mitigate any loss, damage or expense with respect to the applicable Claim; and (v) not settling such Claim without the indemnifying Party’s prior written consent. 10.4 Except for [*], AXXXXX’s maximum aggregate liability under this Agreement shall in no event exceed [*]; provided, however, that the foregoing shall [*]. Except in the case of [*], in no event shall either Party be liable to the other for any lost profits, lost savings or any other special, incidental, punitive or consequential damages arising out of or in connection with this Agreement, whether the claim is in contract, negligence, strict liability or otherwise, regardless of any notice of the possibility of such damages; provided, however, that the foregoing shall [*]. 10.5 Each Party will, at its own expense, maintain throughout the Term and for a minimum period of [*] thereafter product liability insurance with limits of [*] and general liability insurance with limits of [*], and AVECIA will, at its own expense, maintain throughout the Term workers’ compensation insurance with not less than the minimum coverage required by applicable law. Each Party shall provide to the other Party, upon request, evidence that such insurance coverage is in effect by providing a duly signed certificate of insurance issued by the applicable insurance company or companies. Such insurance shall have been obtained from an insurance company or companies with an A.M. Best rating of A- or better.

Indemnification Limitation of Liability Insurance. 10.1 AVECIA shall 14.1. General Indemnification by Takeda. Takeda will indemnify, hold harmless, and defend and hold harmless CUSTOMER and Wave, its AffiliatesRelated Parties, and their respective employeesdirectors, officers, directors employees, and agents (“CUSTOMER Wave Indemnitees”) from and against any and all Third Party claims, suits, losses, liabilities, damages, costs costs, fees, and expenses, expenses (including reasonable attorneys’ fees and costs litigation expenses) (collectively, “Losses”) to which any CUSTOMER Indemnitee may become subject as a result arising out of any claimor resulting from, demand, action or other proceeding by a Third Party (a “Claim”) to the extent arising from (i) any breach of the covenants, representations, warranties or other agreements of AVECIA hereunder, (ii) the negligence or willful misconduct of any AVECIA Indemnitee (defined below)directly, or (iii) [*]; in each case other than to the extent arising from indirectly, (a) any breach of, or inaccuracy in, any representation or warranty made by Takeda in this Agreement, or any breach or violation of any covenant or agreement of Takeda in, or in the covenantsperformance of, representationsthis Agreement, warranties or other agreements of CUSTOMER hereunder or (b) the negligence or willful misconduct by or of Takeda and any CUSTOMER Indemniteeof its Related Parties, or any of their respective directors, officers, employees or agents in the performance of Takeda’s obligations under this Agreement, or (c) to the extent such Losses arise out of the Exploitation of Licensed Compounds, Licensed Products, or Companion Diagnostics directed to any Licensed Products by or on behalf of Takeda or any of its Related Parties. Notwithstanding the foregoing, Takeda will have no obligation to indemnify the Wave Indemnitees to the extent that the Losses arise out of or result from, directly or indirectly, matters for which Wave is obligated to indemnify Takeda under Section 14.2 (General Indemnification by Wave) or Section 14.3 (Category 1 Third Party Losses). 10.2 CUSTOMER shall 14.2. General Indemnification by Wave. Wave will indemnify, hold harmless, and defend and hold harmless AVECIA and Takeda, its Affiliates, Related Parties and their respective employeesdirectors, officers, directors employees and agents (collectively, “AVECIA Takeda Indemnitees”) from and against any and all Losses to which any AVECIA Indemnitee may become subject as a [*] = Certain confidential information contained in this documentarising out of or resulting from, marked by bracketsdirectly or indirectly, has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. 292624338 v2 result of any Claim to the extent arising from (i) any breach of the covenants, representations, warranties or other agreements of CUSTOMER hereunder, (ii) the negligence or willful misconduct of any CUSTOMER Indemnitee, (iii) [*], or (iv) the use or sale of Product by CUSTOMER; in each case other than to the extent arising from (a) any breach of, or inaccuracy in, any representation or warranty made by Wave in this Agreement, or any breach or violation of any covenant or agreement of Wave in, or in the covenantsperformance of, representationsthis Agreement, warranties or other agreements of AVECIA hereunder or (b) the negligence or willful misconduct by or of Wave or any AVECIA Indemnitee. 10.3 Each Party’s agreement to indemnify, defend and hold harmless the other is conditioned on the indemnified Party (i) providing written notice to the indemnifying Party of any Claim arising out of the indemnified activities within thirty (30) days after the indemnified Party has knowledge of such Claim, provided that the failure to so notify the indemnifying Party will not relieve the indemnifying Party of its Related Parties, or any of their respective directors, officers, employees or agents in the performance of Wave’s obligations hereunder except under this Agreement, or (c) to the extent such failure shall Losses arise out of the Exploitation of Collaboration Compounds, Collaboration Products, or Companion Diagnostics directed to any Collaboration Target by or on behalf of Wave or any of its Related Parties. Notwithstanding the foregoing, Wave will have actually materially prejudiced no obligation to indemnify the indemnifying Party’s ability to defend such Claim; (ii) permitting the indemnifying Party to assume full responsibility to investigate, prepare for and defend against any such Claim; (iii) assisting the indemnifying Party, at the indemnifying Party’s reasonable expense, in the investigation, preparation, and defense of any such Claim; (iv) undertaking reasonable steps to mitigate any loss, damage or expense with respect Takeda Indemnitees to the applicable Claim; and (v) not settling such Claim without the indemnifying Party’s prior written consent. 10.4 Except for [*], AXXXXX’s maximum aggregate liability under this Agreement shall in no event exceed [*]; provided, however, extent that the foregoing shall [*]. Except in the case of [*], in no event shall either Party be liable to the other for any lost profits, lost savings or any other special, incidental, punitive or consequential damages arising Losses arise out of or in connection with this Agreementresult from, whether the claim directly or indirectly, matters for which Takeda is in contract, negligence, strict liability obligated to indemnify Wave under Sections 14.1 (General Indemnification by Takeda) or otherwise, regardless of any notice of the possibility of such damages; provided, however, that the foregoing shall [*]Section 14.3 (Category 1 Third Party Losses). 10.5 Each Party will, at its own expense, maintain throughout the Term and for a minimum period of [*] thereafter product liability insurance with limits of [*] and general liability insurance with limits of [*], and AVECIA will, at its own expense, maintain throughout the Term workers’ compensation insurance with not less than the minimum coverage required by applicable law. Each Party shall provide to the other Party, upon request, evidence that such insurance coverage is in effect by providing a duly signed certificate of insurance issued by the applicable insurance company or companies. Such insurance shall have been obtained from an insurance company or companies with an A.M. Best rating of A- or better.

Indemnification Limitation of Liability Insurance. 10.1 AVECIA shall indemnify5.1 Sponsor agrees to defend, defend indemnify and hold harmless CUSTOMER the Institution and its Affiliates, the Investigator and their respective employeesdirectors, officers, directors employees, Agents, and agents Trial Site Team Members (“CUSTOMER the "Indemnitees”) from "), against all claims, actions, suits, proceedings, liability, losses, liabilities, damages, costs charges, orders, fines and expenses, including reasonable attorneys’ assessable legal fees and costs (“Losses”) disbursements made or brought by a third party against an Indemnitee for harm: a. arising out of or relating to the administration of the Investigational Medicinal Product in accordance with the Protocol or any clinical intervention or procedure provided for or required by the Protocol to which any CUSTOMER Indemnitee may become subject as a result the Clinical Trial Subjects would not have been exposed but for their participation in the Clinical Trial; b. arising out of any claim, demand, action errors or other proceeding omissions by a Third Party (a “Claim”) Sponsor; c. arising out of or relating to the extent arising from (i) any breach of the covenants, representations, warranties or other agreements of AVECIA hereunder, (ii) the negligence or willful wilful misconduct of any AVECIA Indemnitee (defined below), Sponsor in performing its obligations under this Agreement; d. arising out of or (iii) [*]; in each case other than relating to the extent violation of Applicable Law related to the conduct of the Clinical Trial by Sponsor; or e. arising from (a) any out of or relating to the breach of the covenants, representations, warranties or other agreements any provision of CUSTOMER hereunder or (b) the negligence or willful misconduct of any CUSTOMER Indemniteethis Agreement by Sponsor. 10.2 CUSTOMER shall indemnify5.2 The Institution agrees to defend, defend and hold harmless AVECIA and its Affiliates, and their respective employees, officers, directors and agents (collectively, “AVECIA Indemnitees”) from all Losses to which any AVECIA Indemnitee may become subject as a [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. 292624338 v2 result of any Claim to the extent arising from (i) any breach of the covenants, representations, warranties or other agreements of CUSTOMER hereunder, (ii) the negligence or willful misconduct of any CUSTOMER Indemnitee, (iii) [*], or (iv) the use or sale of Product by CUSTOMER; in each case other than to the extent arising from (a) any breach of the covenants, representations, warranties or other agreements of AVECIA hereunder or (b) the negligence or willful misconduct of any AVECIA Indemnitee. 10.3 Each Party’s agreement to indemnify, defend indemnify and hold harmless the other is conditioned on Sponsor, the indemnified Party Investigators and their respective directors, officers, employees and Agents (ithe "Indemnitees") providing written notice against all claims, actions, suits, proceedings, liability, losses, damages, charges, orders, fines and expenses, including assessable legal fees and disbursements made or brought by a third party against an Indemnitee for harm: a. arising out of or relating to the indemnifying Party negligence or wilful misconduct of the Institution, its employees and Agents in performing their obligations under this Agreement; b. arising out of errors or omissions by Institution; c. arising out of or relating to the failure of the Institution, its employees and Agents to comply with the provisions of this Agreement, the Protocol, or any Claim written instructions of Sponsor concerning the Clinical Trial; or d. arising out of the indemnified activities within thirty violation of Applicable Law related to the conduct of the Clinical Trial by the Institution, its employees or Agents. 5.3 The indemnities set out in 5.1 and 5.2 shall not apply to a claim or proceeding: a. if the Indemnitee has made any admission or taken any action relating to the claim or proceeding that is prejudicial to the defence of it without the written consent of the indemnifying party; b. to the extent that the claim or proceeding is caused by a breach of this Agreement, by a negligent, reckless or wrongful act or omission, or by a breach of a statutory duty, by an Indemnitee; c. to the extent that the claim or proceeding is caused by the failure of an Indemnitee to conduct the Clinical Trial in accordance with the Protocol; d. if the Indemnitee fails to notify the indemnifying party in writing of the claim or proceeding as soon as reasonably practicable (30) but no more than 10 business days after the indemnified Party has knowledge Indemnitee becomes aware of such Claimit or, provided that if there is no prejudice to the failure indemnifying party, within a reasonable period thereafter); or e. if, after a request by the indemnifying party, the Indemnitee fails to so notify cooperate with the indemnifying Party will not relieve the indemnifying Party of its obligations hereunder except to the extent such failure shall have actually materially prejudiced the indemnifying Party’s ability to defend such Claim; (ii) permitting the indemnifying Party to assume full responsibility to investigate, prepare for and defend against any such Claim; (iii) assisting the indemnifying Party, at the indemnifying Party’s reasonable expense, in the investigationdefence of any claim or proceeding, preparation, and defense including providing prompt notice of any such Claim; (iv) undertaking reasonable steps to mitigate any loss, damage claim or expense with respect to proceeding and the applicable Claim; and (v) not settling such Claim without the indemnifying Party’s prior written consent. 10.4 Except for [*], AXXXXX’s maximum aggregate liability under this Agreement shall in no event exceed [*]; providedprovision of all material documentation. The Indemnitee has a right, however, that the foregoing to retain its own counsel to conduct a full defence of any claim or proceeding. 5.4 The Investigator shall [*]. Except in the case of [*], in no event shall either Party be liable to the other for any lost profits, lost savings all claims and proceedings made or any other special, incidental, punitive or consequential damages brought by a third party against an Indemnitee for harm: a. arising out of or relating to the negligence or wilful misconduct of the Investigator, his or her employee or any person for whom the Investigator is responsible at law in connection performing their obligations under this Agreement; b. arising out of or relating to the failure of the Investigator, his or her employees and any person for whom the Investigator is responsible at law to comply with the provisions of this Agreement, whether the Protocol, or any written instructions of Sponsor concerning the Clinical Trial; or c. arising from a violation of Applicable Law related to the conduct of the Clinical Trial by the Investigator, his or her employees or any person for whom the Investigator is responsible at law. 5.5 Each Party shall use reasonable efforts to inform the other Parties promptly of any circumstances of which it is aware that are reasonably likely to give rise to a claim is or proceeding and shall keep the other Parties reasonably informed of developments in relation to any claim or proceeding, even where a Party decides not to make a claim for indemnification under this Section 5. The Parties further agree that they have a right to retain their own counsel to conduct a full defence of any such claim or proceeding. 5.6 The Institution, the Investigator and Sponsor shall each give to the others such help as may reasonably be required for the efficient conduct and prompt handling of any claim or proceeding concerning the Clinical Trial. 5.7 The Institution and the Investigator shall not be liable for any claim or loss arising out of Sponsor's use of the results of the Clinical Trial or any Clinical Trial IP. 5.8 The Institution and the Investigator make no representations or warranties regarding any merchantability of the Clinical Trial results or Clinical Trial IP, or fitness of the Clinical Trial results or Clinical Trial IP for any particular purpose. 5.9 No settlement or compromise of a claim or proceeding subject to indemnification under this Section 5 shall be binding on a Party without the prior written consent of the other affected Party(s). A Party shall not unreasonably withhold such consent of a settlement or compromise. Without limiting the generality of the preceding, no Party shall admit fault on behalf of an Indemnitee or enter into a non-monetary settlement that places future obligations on an Indemnitee without the written approval of the Indemnitee. 5.10 With the exception of a Party's obligations under an indemnifying provision in this Agreement, or under the provisions concerning confidentiality and use of name found in Articles 5 and 7 and in Subsection 8.2, no Party shall be liable to any other Party in contract, negligencetort (including negligence or breach of statutory duty) or otherwise howsoever arising or whatever the cause thereof, strict liability for any loss of profit, business, reputation, contracts, revenues or otherwiseanticipated savings for any special, regardless indirect or consequential damage of any notice nature,. 5.11 Each of Sponsor, the Institution and the Investigator shall maintain appropriate and sufficient liability protection in respect of their respective obligations to third parties under this Agreement. For the Investigator, this may include membership in the Canadian Medical Protective Association, evidence of which shall be provided upon request. Each of Sponsor and the Institution shall produce, upon request of the possibility other, a copy of such damages; provided, however, that the foregoing shall [*]. 10.5 Each Party will, at its own expense, maintain throughout the Term and for a minimum period of [*] thereafter product liability insurance with limits of [*] and general liability insurance with limits of [*], and AVECIA will, at its own expense, maintain throughout the Term workers’ compensation insurance with not less than the minimum coverage required by applicable law. Each Party shall provide certificates attesting to the other Party, upon request, evidence that such insurance coverage is described in effect by providing a duly signed certificate this Subsection. For greater certainty, the terms of any insurance issued by or the applicable insurance company or companies. Such insurance amount of cover shall have been obtained from an insurance company or companies with an A.M. Best rating not relieve any Party of A- or betterits liabilities under this Agreement.

Indemnification Limitation of Liability Insurance. 10.1 AVECIA shall 12.1. Indemnification by Takeda. Takeda will indemnify, hold harmless, and defend and hold harmless CUSTOMER and Neurocrine, its Affiliates, and their respective employeesdirectors, officers, directors employees, and agents (“CUSTOMER Neurocrine Indemnitees”) from and against any and all losses, liabilities, damages, costs costs, taxes (including penalties and expensesinterest) fees, and expenses (including reasonable attorneys’ fees and costs litigation expenses) (collectively, “Losses”) to which resulting from any CUSTOMER Indemnitee may become subject as a result claims, suits, proceedings or causes of any claim, demand, action or other proceeding brought by a Third Party (a collectively, “ClaimClaims”) against such Neurocrine Indemnitees to the extent arising from (i) out of or resulting from: 12.1.1. any breach of, or inaccuracy in, any representation or warranty made by Takeda in this Agreement, or any breach or violation of the covenants, representations, warranties any covenant or other agreements agreement of AVECIA hereunder, (ii) Takeda in this Agreement, 12.1.2. the negligence or willful misconduct by or of Takeda or any of its Affiliates, or any of their respective directors, officers, employees, or agents in the performance of Takeda’s obligations or exercise of its rights under this Agreement, or 12.1.3. the Exploitation of any AVECIA Indemnitee (defined below)Licensed Product prior to the Effective Date or of any Terminated Product, in each case, by or on behalf of Takeda or any of its Affiliates, or the conduct of the Phase II Ongoing Activities. Notwithstanding the foregoing, Takeda will have no obligation to indemnify the Neurocrine Indemnitees to the extent that the Losses arise out of or result from matters described under Section 12.2.1 or 12.2.2 (iiiIndemnification by Neurocrine). 12.2. Indemnification by Neurocrine. Neurocrine will indemnify, hold harmless, and defend Takeda, its Affiliates and licensees and their respective directors, officers, employees, and agents (“Takeda Indemnitees”) [*]; in each case other than from and against any and all Losses resulting from any Claims against such Takeda Indemnitees to the extent arising from (a) out of or resulting from: 12.2.1. any breach of, or inaccuracy in, any representation or warranty made by Neurocrine in this Agreement, or any breach or violation of the covenants, representations, warranties any covenant or other agreements agreement of CUSTOMER hereunder or (b) Neurocrine in this Agreement, 12.2.2. the negligence or willful misconduct by or of Neurocrine or any CUSTOMER Indemnitee. 10.2 CUSTOMER shall indemnifyof its Affiliates or Sublicensees, defend and hold harmless AVECIA and its Affiliates, and or any of their respective employeesdirectors, officers, directors and employees, or agents (collectivelyin the performance of Neurocrine’s obligations or exercise of its rights under this Agreement, 12.2.3. the Exploitation of any Royalty-Bearing Product by or on behalf of Neurocrine or any of its Affiliates or Sublicensees, “AVECIA Indemnitees”) from all Losses including the infringement of any Third Party Patent Right in the course of such Exploitation, and 12.2.4. any action or failure to which any AVECIA Indemnitee may become subject as a act [***] = Certain confidential information contained in this document(a “Safety or Recall Response Event”). Notwithstanding the foregoing, marked by brackets, has been omitted because it is both (i) not material and (ii) is Neurocrine will have no obligation to indemnify the type that the registrant treats as private or confidential. 292624338 v2 result of any Claim Takeda Indemnitees to the extent arising from (i) any breach of the covenants, representations, warranties or other agreements of CUSTOMER hereunder, (ii) the negligence or willful misconduct of any CUSTOMER Indemnitee, (iii) [*], or (iv) the use or sale of Product by CUSTOMER; in each case other than to the extent arising from (a) any breach of the covenants, representations, warranties or other agreements of AVECIA hereunder or (b) the negligence or willful misconduct of any AVECIA Indemnitee. 10.3 Each Party’s agreement to indemnify, defend and hold harmless the other is conditioned on the indemnified Party (i) providing written notice to the indemnifying Party of any Claim arising out of the indemnified activities within thirty (30) days after the indemnified Party has knowledge of such Claim, provided that the failure to so notify the indemnifying Party will not relieve the indemnifying Party of its obligations hereunder except to the extent such failure shall have actually materially prejudiced the indemnifying Party’s ability to defend such Claim; (ii) permitting the indemnifying Party to assume full responsibility to investigate, prepare for and defend against any such Claim; (iii) assisting the indemnifying Party, at the indemnifying Party’s reasonable expense, in the investigation, preparation, and defense of any such Claim; (iv) undertaking reasonable steps to mitigate any loss, damage or expense with respect to the applicable Claim; and (v) not settling such Claim without the indemnifying Party’s prior written consent. 10.4 Except for [*], AXXXXX’s maximum aggregate liability under this Agreement shall in no event exceed [*]; provided, however, that the foregoing shall [*]. Except in the case of [*], in no event shall either Party be liable to the other for any lost profits, lost savings or any other special, incidental, punitive or consequential damages arising Losses arise out of or in connection with this Agreement, whether the claim is in contract, negligence, strict liability result from matters described under Section 12.1.1 or otherwise, regardless of any notice of the possibility of such damages; provided, however, that the foregoing shall [*]12.1.2 (Indemnification by Takeda). 10.5 Each Party will, at its own expense, maintain throughout the Term and for a minimum period of [*] thereafter product liability insurance with limits of [*] and general liability insurance with limits of [*], and AVECIA will, at its own expense, maintain throughout the Term workers’ compensation insurance with not less than the minimum coverage required by applicable law. Each Party shall provide to the other Party, upon request, evidence that such insurance coverage is in effect by providing a duly signed certificate of insurance issued by the applicable insurance company or companies. Such insurance shall have been obtained from an insurance company or companies with an A.M. Best rating of A- or better.