Common use of Indemnification of Arena Clause in Contracts

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 on 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 Eisai Related Party or other subcontractors under this Agreement in performing any activity contemplated by this Agreement or the Quality Agreements; (b) any actual or alleged breach by Eisai (or any Eisai Related Party or other subcontractors under this Agreement) of this Agreement or the Quality Agreements; or (c) the handling, shipping, distribution, sale or use of Products by or on behalf of Eisai or any Eisai Related Party (provided that with respect to a Designated Distributor, Eisai shall only be responsible for Losses to the extent within the scope of the indemnification obligations of such Designated Distributor under the applicable Third Party Distributor Agreement as such obligations exist as of the Effective Date); except that the foregoing indemnification obligations shall not apply to the extent any such Third Party Claim is based on or results from matters within the scope of the indemnification obligations of Arena set forth in Section 13.2 below, 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.

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 on 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 Eisai Related Party of its Affiliates or other its or their respective Sub-distributors or subcontractors under this Agreement in performing any activity contemplated by this Agreement or the Quality AgreementsAgreement, but excluding U.S. Product Liability Claims; (b) any actual or alleged breach or default by Eisai (or any Eisai Related Party of its Affiliates or other subcontractors under this AgreementSub-distributors) of this Agreement, the Quality Agreement or the Quality AgreementsPV Agreement, but excluding U.S. Product Liability Claims; or (c) the development, manufacture, use, handling, shipping, distributionstorage, sale or use other exploitation of Products any Compound, Related Compound, Compound Product or Related Product by or on behalf Eisai, any of Eisai its Affiliates, or any Eisai Related Party of its or their licensees, distributors or collaborators after the Term, except pursuant to Section 13.2(b)(i) or 13.3(a)(i); (provided that d) any investigation by a governmental entity of Eisai’s or any of its Affiliates’ 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 Designated Distributor, Eisai shall only be responsible for Losses to the extent within the scope result of the indemnification obligations use by Eisai in accordance with the terms hereof of such Designated Distributor under the applicable Third Party Distributor Agreement as such obligations exist as of the Effective Date)any Product Trademark selected by Eisai pursuant to Section 9.9(a) to which Arena had reasonably objected; except that the foregoing indemnification obligations shall not apply to the extent any such Third Party Claim is based on or results from matters falls within the scope of the indemnification obligations of Arena set forth in Section 13.2 below11.2, 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.

Indemnification of Arena. Eisai Roivant 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 Party, including investigation by a Regulatory Authority, (each, a “Third Party Claim”) against any Arena Indemnitee to the extent arising from, based on 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 Roivant or any Eisai Related Party of its Affiliates or other its or their respective subcontractors under this Agreement in performing any activity contemplated or permitted by this Agreement or the Quality AgreementsAgreement; (b) any actual breach or alleged breach default by Eisai Roivant (or any Eisai Related Party of its Sub-distributors or other subcontractors under this Agreementits or their Affiliates) of this Agreement or the Quality AgreementsAgreement; or (c) the any Product Liability Claim, (d) Roivant’s or any of its Sub-distributors’ or its or their Affiliates’ Commercialization, development, use, handling, shippingstorage, distributionadministration or other exploitation of Product; (e) subject to Section 9.4, sale infringement or use violation of Products any Patents or other intellectual property rights of any Third Party relating to any Compound or Product by or behalf of Arena or its Affiliates and occurring after the Effective Date with respect to the performance of Arena’s obligations under this Agreement (other than by the manufacturing activities undertaken by or on behalf of Eisai or any Eisai Related Party Arena that (provided that with respect i) are generally applicable to pharmaceutical products and not specific to a Designated Distributor, Eisai shall only be responsible for Losses Compound or Product or (ii) are not requested or approved by Roivant); or (f) Product manufactured according to the extent within the scope Product Warranty by or on behalf of the indemnification obligations of such Designated Distributor under the applicable Arena or its Affiliates (including by a Third Party Distributor Agreement as such obligations exist as contractor of the Effective DateArena or its Affiliates); except except, in each case, that the foregoing indemnification obligations shall not apply to the extent any such Third Party Claim is based on or results from matters falls within the scope of the indemnification obligations of Arena set forth in Section 13.2 below11.2, 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.

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 on 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 Eisai Related Party of its Affiliates or its or their respective Sub-distributors, Co-Promotion Partners or other subcontractors under this Agreement in performing any activity contemplated by this Agreement or the Quality AgreementsAgreement, but excluding Product Liability Claims; (b) any actual or alleged breach by Eisai (or any Eisai Related Party of its Affiliates or other subcontractors under this AgreementSub-distributors or Co-Promotion Partners) of this Agreement, the Quality Agreement or the Quality AgreementsPV Agreement, but excluding Product Liability Claims; or (c) the regulatory activities, development, manufacture, use, handling, shipping, distributionstorage, sale or use other exploitation of Products any Compound, Related Compound, Compound Product or Related Product by or on behalf Eisai, any of Eisai its Affiliates, or any Eisai Related Party of its or their Co-Promotion Partners, licensees, distributors (provided that 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 Designated Distributor, Eisai shall only be responsible for Losses to the extent within the scope result of the indemnification obligations use by Eisai, its Affiliates or Co-promotion Partners or Sub-Distributors of such Designated Distributor under the applicable Third Party Distributor Agreement as such obligations exist as of the Effective Date)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 results result from matters within the scope of the indemnification obligations of Arena set forth in Section 13.2 below11.2, 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.

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 on 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 Eisai Related Party of its Affiliates or other its or their respective subcontractors under this Agreement in performing any activity contemplated by this Agreement or the Quality AgreementsAgreement, but excluding Product Liability Claims; (b) any actual or alleged breach or default by Eisai (or any Eisai Related Party or other subcontractors under this Agreementof its Affiliates) of this Agreement, the Quality Agreement or the Quality AgreementsPV Agreement, but excluding Product Liability Claims; or (c) the development, manufacture, use, handling, shipping, distributionstorage, sale or use other exploitation of Products any Compound, Related Compound, Compound Product or Related Product by or on behalf Eisai, any of Eisai its Affiliates, or any Eisai Related Party of its or their licensees, distributors or collaborators after the Term, except pursuant to Section 13.2(b)(i); or (provided that d) any investigation by a governmental entity of Eisai’s or any of its Affiliates’ marketing, promotion, detailing or similar activities with respect to a Designated Distributor, Eisai shall only be responsible for Losses to Products in the extent within the scope of the indemnification obligations of such Designated Distributor under the applicable Third Party Distributor Agreement as such obligations exist as of the Effective Date)Territory; except that the foregoing indemnification obligations shall not apply to the extent any such Third Party Claim is based on or results from matters falls within the scope of the indemnification obligations of Arena set forth in Section 13.2 below11.2, 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.