Indemnification of AstraZeneca. Mereo shall indemnify AstraZeneca, its Affiliates, its or their (sub)licensees and its and their respective directors, officers, employees and agents and defend and save each of them harmless, from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) in connection with: (a) the employment or termination of employment of or other obligations to any employee of Mereo whose contract of employment is claimed or is deemed to transfer to AstraZeneca or its Affiliates (each an “AZ Transferee” for the purposes of this Section 13.1) pursuant to TUPE, provided that the relevant employee is dismissed within [***] days of the AZ Transferee becoming aware of the claimed or deemed transfer; and (b) any and all suits, investigations, claims or demands of Third Parties (collectively, “Third Party Claims”) arising from or occurring as a result of: (i) the breach by Mereo of this Agreement; (ii) the gross negligence or willful misconduct on the part of Mereo or its Affiliates or its or their Sublicensees or its or their distributors or contractors or its or their respective directors, officers, employees or agents in performing its or their obligations under this Agreement; or (iii) the Exploitation by Mereo or any of its Affiliates or its or their Sublicensees or its or their distributors or contractors of any Product or the Compounds in or for the Territory, except, in each case ((i), (ii) and (iii)), for those Losses for which AstraZeneca has an obligation to indemnify Mereo pursuant to Section 13.2 hereof, as to which Losses each Party shall indemnify the other to the extent of their respective liability for the Losses.
Indemnification of AstraZeneca. In addition to any other remedy available to AstraZeneca, Flexion shall indemnify, defend and hold harmless AstraZeneca, its Affiliates and its and their directors, officers and employees (“AstraZeneca Indemnitees”) in full and on demand, from and against any and all Losses incurred by them to the extent resulting from, or arising out of, or in connection with, any claims made or suits brought by a Sublicensee or Third Party (collectively, “Third Party Claims”) against any AstraZeneca Indemnitee, that arise or result from (a) any intentional misconduct or negligence on the part of Flexion or its Affiliates in performing any activity contemplated by this Agreement, or the breach of any provision of this Agreement by Flexion or (b) the Exploitation by Flexion or its Affiliates or Sublicensees of the Licensed Products (including any claims for death, personal injury or infringement of a Third Party’s rights) or (c) the use of Study Drug provided by AstraZeneca to Flexion under Article 7 above, except where and to the extent that any such Third Party Claims or Losses have been caused or increased by the negligence or wilful misconduct of any AstraZeneca Indemnitee after the Effective Date of this Agreement.
Indemnification of AstraZeneca. In addition to any other remedy available to AstraZeneca, Targacept shall defend, indemnify and hold harmless AstraZeneca, its Affiliates and its and their respective officers, directors, partners, shareholders, employees and agents from and against any and all Losses incurred by them to the extent resulting from or arising out of or in connection with (i) any breach of any obligation in this Agreement by Targacept, other than its obligations under Section 5, (ii) the inaccuracy or breach of any representation or warranty made by Targacept in the Co-Promotion Agreement or (iii) the enforcement of AstraZeneca’s rights under this Section 17, except to the extent such Losses arise as a result of the negligence, fraud, willful misconduct or wrongful act of AstraZeneca, its Affiliates or its or their respective officers, directors, partners, shareholders, employees or agents.
Indemnification of AstraZeneca. In addition to any other remedy available to AstraZeneca, Neoprobe shall indemnify, defend and hold harmless AstraZeneca, its Affiliates and its and their directors, officers and employees in full and on demand, from and against any and all Losses incurred by them to the extent resulting from arising out of or in connection with any claims made or suits brought by a Sublicensee or Third Party (collectively, “Third Party Claims”) against AstraZeneca, its Affiliates or its or their directors, officers or employees that arise or result from (a) any intentional misconduct or negligence on the part of Neoprobe or its Affiliates in performing any activity contemplated by this Agreement, (b) the breach by Neoprobe of any of its representations, warranties, covenants or obligations under this Agreement, or (c) the Exploitation by Neoprobe, its Affiliates or Sublicensees of the Licensed Products (including any claims for death, personal injury or infringement of a Third Party’s rights) ), except to the extent any of (a) through (c) resulting from the negligence or intentional misconduct of AstraZeneca.
Indemnification of AstraZeneca. Abraxis shall defend, indemnify and hold harmless AstraZeneca, its Affiliates and its and their respective officers, directors, employees and agents (the “AstraZeneca Indemnified Parties”) from and against any and all Losses incurred by them to the extent resulting from or arising out of or in connection with (a) any breach of any obligation in this Agreement by Abraxis, (b) the inaccuracy or breach of any representation or warranty made by Abraxis in this Agreement, (c) product liability or intellectual property infringement claims resulting from the manufacture, promotion or sale of the Product, and (d) Abraxis’ use of Promotional Materials that have CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT MARKED [***] HAVE BEEN REDACTED AND HAVE BEEN FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION. not been approved by AstraZeneca during the transitional period contemplated by Section 4.7.1. Notwithstanding anything in this Section 18.2 to the contrary, Abraxis shall not be obligated to indemnify the AstraZeneca Indemnified Parties from and against any Losses (i) for which AstraZeneca has an obligation to indemnify the Abraxis Indemnified Parties pursuant to Section 18.1, as to which Losses each Party shall indemnify the other to the extent of their respective responsibility for such Losses, or (ii) to the extent the Losses arise as a result of gross negligence or willful misconduct on the part of any AstraZeneca Indemnified Parties (for the avoidance of doubt, the foregoing limitation shall not apply to any acts that the AstraZeneca Indemnified Parties are obligated to perform under this Agreement to avoid a breach by the AstraZeneca Indemnified Parties of this Agreement).
Indemnification of AstraZeneca. In addition to any other remedy available to AstraZeneca, subject to Clause 23.7, CAT shall indemnify, defend and hold harmless AstraZeneca, its Affiliates, and its and their respective directors, officers and employees in full and on demand, from and against any and all Losses incurred by them to the extent resulting from or arising out of or in connection with any claims or suits brought by a Sub-licensee of CAT or its Affiliates or Third Party (collectively, “AstraZeneca Third Party Claims”) against AstraZeneca, its Affiliates or their respective directors, officers or employees:
(a) that arise or result from any activity undertaken by CAT or its Affiliates or Sub-licensees pursuant to this Agreement; or
(b) that allege that the claimant has suffered personal injury or death as a result of CAT or its Affiliates or Sub-licensees’ development or Exploitation of any Products, except for any Loss for which AstraZeneca has an obligation to indemnify AstraZeneca and its Affiliates pursuant to Clause 23.1.
Indemnification of AstraZeneca. Licensor shall indemnify AstraZeneca, its Affiliates, its or their Sublicensees and Distributors and its and their respective directors, officers, employees and agents and defend and save each of them harmless, from and against any and all Losses in connection with any and all Third Party Claims arising from or occurring as a result of: (i) the breach by Licensor of this Agreement; (ii) the gross negligence or willful misconduct on the part of Licensor or its Affiliates or its or their respective directors, officers, employees or agents in performing its obligations under this Agreement or (iii) the Exploitation of any Licensed Compound or any Licensed Product by the Licensor in the event this Agreement is terminated; except, in each case ((i), (ii) and (iii)), for those Losses for which AstraZeneca has an obligation to indemnify Licensor pursuant to Section 9.1 hereof, as to which Losses each Party shall indemnify the other to the extent of their respective liability.
Indemnification of AstraZeneca. In addition to any other remedy available to AstraZeneca, MAP shall defend, indemnify and hold harmless AstraZeneca, its Affiliates and its and their respective officers, directors, partners, shareholders, employees and agents from and against any and all Losses incurred by them to the extent resulting from or arising out of or in connection with (i) any breach of any obligation in the Co-Promotion Agreement by MAP (including any breach of its obligation to conduct its activities under the Co-Promotion Agreement in accordance with Applicable Law and the AZ Policies), other than its obligations under Section 5, (ii) the inaccuracy or breach of any representation or warranty made by MAP in the Co-Promotion Agreement or (iii) the enforcement of AstraZeneca’s rights under this Section 17, except to the extent such Losses arise as a result of the negligence, fraud, willful misconduct or wrongful act of AstraZeneca, its Affiliates or its or their respective officers, directors, partners, shareholders, employees or agents.
Indemnification of AstraZeneca. Regulus agrees to defend AstraZeneca, its Affiliates and their respective directors, officers, stockholders, employees and agents, and their respective successors, heirs and assigns (collectively, the “AstraZeneca Indemnitees”), and will indemnify and hold harmless the AstraZeneca Indemnitees, from and against any Losses and Third Party Claims brought against any AstraZeneca Indemnitee and resulting from or occurring as a result of: (a) any activities conducted by a Regulus employee, consultant or (sub)contractor in the performance of the Research Program; (b) any breach by Regulus of any of its representations, warranties or covenants pursuant to this Agreement or
Indemnification of AstraZeneca. SPINCO shall indemnify and hold AstraZeneca and its Affiliates harmless from and against any and all Losses arising from any claims from Third Parties (each a “Third Party Claim”) based on or deriving from AstraZeneca or its Affiliates’ providing any Services, including the manufacture or supply of any Supplied Product to, SPINCO or performing any other activities pursuant to this Agreement, except to the extent that any such Third Party Claim or Losses result from a breach of this Agreement (including a breach of any representation or warranty), gross negligence, or willful misconduct by AstraZeneca or any of its Affiliates or any of their respective Personnel.
