Indemnification of Arena Sample Clauses

Indemnification of Arena. Eisai shall defend, indemnify and hold harmless each of Arena, its Affiliates, and its and their respective directors, officers, stockholders and employees (collectively, the “Arena Indemnitees”) from and against any and all losses, liabilities, damages, penalties, fines, costs and expenses (including reasonable attorneys’ fees and other expenses of litigation) (“Losses”) from any claims, actions, suits or proceedings brought by a Third Party (each, a “Third Party Claim”) against any Arena Indemnitee to the extent arising from, based upon or occurring as a result of: (a) the actual or alleged (i) negligence or willful misconduct of or (ii) violation of Applicable Laws by, in each case ((i) and (ii)), Eisai or any of its Affiliates or its or their respective Sub-distributors, Co-Promotion Partners or other subcontractors in performing any activity contemplated by this Agreement, but excluding Product Liability Claims; (b) any actual or alleged breach by Eisai (or any of its Affiliates or Sub-distributors or Co-Promotion Partners) of this Agreement, the Quality Agreement or the PV Agreement, but excluding Product Liability Claims; (c) the regulatory activities, development, manufacture, use, handling, storage, sale or other exploitation of any Compound, Related Compound, Compound Product or Related Product by Eisai, any of its Affiliates, or any of its or their Co-Promotion Partners, licensees, distributors (including Sub-distributors), collaborators or other subcontractors after the Term, except pursuant to Section 13.2(b)(i) or 13.3(a)(i); (d) any investigation by a governmental entity of Eisai’s or any of its Affiliates’ or Co-promotion Partner’s or Sub-distributors’ marketing, promotion, detailing or similar activities with respect to Products in the Territory; or (e) any alleged or actual infringement arising from, based on or occurring as a result of the use by Eisai, its Affiliates or Co-promotion Partners or Sub-Distributors of any Non-Branded Trademark or any Development Trademark; except that the foregoing indemnification obligations shall not apply to the extent any such Third Party Claim is based on or result from matters within the scope of the indemnification obligations of Arena set forth in Section 11.2, as to which Third Party Claim each Party shall indemnify the other Party to the extent of its liability with respect to the Losses applicable to such Third Party Claim.