Common use of Indemnification of AstraZeneca Clause in Contracts

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. Mereo Licensee shall indemnify AstraZeneca, its Affiliates, its or their (sub)licensees and its and their respective directors, officers, employees and agents (the “AstraZeneca Indemnitees”) 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) with 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 Licensee of this Agreement, including the enforcement of AstraZeneca’s rights under this Section 8.1; (ii) the gross negligence or willful misconduct on the part of Mereo Licensee 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 Licensee or any of its Affiliates or its or their Sublicensees or its or their distributors or contractors of any Licensed Product or the Compounds Licensed Compound 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 Licensee pursuant to Section 13.2 8.2 hereof, as to which Losses each Party shall indemnify the other to the extent of their respective liability for the Lossesliability.

Indemnification of AstraZeneca. Mereo Licensee 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) with 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 Licensee of this Agreement, including the enforcement of AstraZeneca’s rights under this Section 8.1 (Indemnification of AstraZeneca); (ii) the gross negligence or willful misconduct on the part of Mereo Licensee 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 Licensee or any of its Affiliates or its or their Sublicensees or its or their distributors or contractors of any Licensed Product or the Compounds Licensed Compound 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 Licensee pursuant to Section 13.2 8.2 (Indemnification of Licensee) hereof, as to which Losses each Party shall indemnify the other to the extent of their respective liability for the Lossesliability.

Indemnification of AstraZeneca. Mereo Licensee 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) with 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 Licensee of this Agreement, including the enforcement of AstraZeneca’s rights under this Section 8.1; (ii) the gross negligence or willful wilful misconduct on the part of Mereo Licensee 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 Licensee or any of its Affiliates or its or their Sublicensees or its or their distributors or contractors of any Licensed Product or the Licensed 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 Licensee pursuant to Section 13.2 8.2 hereof, as to which Losses each Party shall indemnify the other to the extent of their respective liability for the Lossesliability.

Indemnification of AstraZeneca. Mereo Licensee 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) with 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 Licensee of this Agreement, including the enforcement of AstraZeneca’s rights under this Section 8.1; (ii) the gross negligence or willful wilful misconduct on the part of Mereo Licensee or its Affiliates or its or their Sublicensees or its or their distributors 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 Licensee or any of its Affiliates or its or their Sublicensees or its or their distributors or contractors of any Licensed Product or the Licensed 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 Licensee pursuant to Section 13.2 8.2 hereof, as to which Losses each Party shall indemnify the other to the extent of their respective liability for the Lossesliability.

Indemnification of AstraZeneca. Mereo Subject to this Article 11, Horizon shall indemnify AstraZenecaindemnify, defend and hold harmless AstraZeneca and its Affiliates, its or their (sub)licensees and its and their respective officers, directors, officers, employees and agents and defend and save each of them harmless(collectively, “AstraZeneca Indemnitees”) from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) Losses incurred by them 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) with any and all suits, investigations, claims or demands of Litigation by Third Parties (collectively, “Third Party Claims”) arising from or occurring as a result of: (ia) the any breach by Mereo Horizon of any term of this Agreement; (iib) the fraud, gross negligence or willful misconduct on the part of Mereo any Horizon Indemnitees in the performance of Horizon’s obligations under this Agreement or (c) the Manufacture or Exploitation of the Product or any Other Product by or on behalf of Horizon, its Affiliates and Sublicensees (but excluding the Manufacture or Exploitation of Product or any Other Product by or on behalf of AstraZeneca or its Affiliates pursuant to the Supply Agreement, the Transition Plan (as defined in the Asset Purchase Agreement) 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 pursuant to any sublicense granted by Horizon to AstraZeneca under the this Agreement; or (iii) the Exploitation by Mereo Agreement 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 TerritoryAncillary Agreement), except, in each case ((ia), (iib) and (iiic)), for to the extent of *** Confidential Treatment Requested those Losses for which AstraZeneca has an obligation to indemnify Mereo any Horizon Indemnitees pursuant to Section 13.2 hereof11.2 or pursuant to the Supply Agreement or the Asset Purchase Agreement, as to which Losses each Party shall indemnify the other Party and the AstraZeneca Indemnitees or the Horizon Indemnitees, as applicable, to the extent of their respective its liability for the such Losses.

Indemnification of AstraZeneca. Mereo Licensee shall indemnify AstraZeneca, its Affiliates, its or their (sub)licensees and its and their respective directors, officers, employees and agents (the “AstraZeneca Indemnitees”) 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) with any and all suits, investigations, proceedings, claims or demands of Third Parties (collectively, “Third Party Claims”) arising from or occurring as a result of: (ia) the breach by Mereo Licensee of any representation, warranty, covenant, or obligation under this Agreement, including the enforcement of AstraZeneca’s rights under this Section 8.1; (iib) the gross negligence or willful misconduct on the part of Mereo Licensee 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 (iiic) the Exploitation by Mereo or on behalf of Licensee by any of its Affiliates or its or their Sublicensees or its or their distributors or contractors of any Product the Licensed Compounds or the Compounds Licensed Products in or for the Territory, except, except in each case ((ia), (iib) and (iiic)), for those Losses for which AstraZeneca has an obligation to indemnify Mereo Licensee pursuant to Section 13.2 hereof8.2, as to which Losses each Party shall indemnify the other to the extent of their respective liability for the Lossesliability.

Indemnification of AstraZeneca. Mereo Licensor shall indemnify AstraZeneca, its Affiliates, its or their (sub)licensees 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, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) 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) with any and all suits, investigations, claims or demands of Third Parties (collectively, “Third Party Claims”) Claims arising from or occurring as a result of: (i) the breach by Mereo Licensor of this Agreement; (ii) the gross negligence or willful misconduct on the part of Mereo Licensor 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; Agreement or (iii) the Exploitation by Mereo of any Licensed Compound or any of its Affiliates or its or their Sublicensees or its or their distributors or contractors of any Licensed Product or by the Compounds Licensor in or for the Territory, event this Agreement is terminated; except, in each case ((i), (ii) and (iii)), for those Losses for which AstraZeneca has an obligation Confidential Treatment Requested by F-star Therapeutics, Inc. Pursuant to 17 C.F.R. Section 200.83 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. to indemnify Mereo Licensor pursuant to Section 13.2 9.1 hereof, as to which Losses each Party shall indemnify the other to the extent of their respective liability for the Lossesliability.

Indemnification of AstraZeneca. Mereo Licensee shall indemnify AstraZeneca, its Affiliates, its or and their licensors and (sub)licensees and its and their respective directors, officers, employees and agents agents, and defend and save each of them harmless, in full and on demand, from and against against, and compensate and reimburse them for, any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) Losses suffered or incurred by them 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) with any and all suits, investigations, claims or demands of Third Parties (collectively, “Third Party Claims”) arising from or occurring as a result of: (ia) the breach [***] by Mereo Licensee or any of its Affiliates 80 or Sublicensees or Distributors or contractors of this Agreement, including the enforcement of AstraZeneca’s rights under this Section 16.1; (iib) the gross negligence or willful misconduct [***] on the part of Mereo Licensee or its Affiliates or its or their Sublicensees or its or their distributors Distributors or contractors or its or their respective directors, officers, employees or agents in exercising its or their rights or performing its or their obligations under this Agreement; (c) the [***] of Licensee, or its Affiliates or Sublicensees or Distributors or contractors that causes AstraZeneca or any of its Affiliates to be [***] of the Nektar Agreement; (d) the [***] of Licensee, or its Affiliates or Sublicensees or Distributors or contractors that results in [***]; or (iiie) the Exploitation by Mereo Licensee or any of its Affiliates or its or their Sublicensees or its or their distributors Distributors or contractors of Licensed Products, including any Product or violation of Applicable Law in connection with such Exploitation and any Third Party Claims alleging that the Compounds in or for the Territoryclaimant has [***], except, in each case ((i), a) through (ii) and (iiie)), for those Losses for which AstraZeneca has an obligation to indemnify Mereo Licensee pursuant to Section 13.2 hereof16.2 hereof (or would have if a Third Party Claim was made against Licensee), as to which Losses each Party shall indemnify the other to the extent of their respective liability for the Lossessuch Loss.

Indemnification of AstraZeneca. Mereo Subject to this Article 11, Horizon shall indemnify AstraZenecaindemnify, defend and hold harmless AstraZeneca and its Affiliates, its or their (sub)licensees and its and their respective officers, directors, officers, employees and agents and defend and save each of them harmless(collectively, “AstraZeneca Indemnitees”) from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) Losses incurred by them 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) with any and all suits, investigations, claims or demands of Litigation by Third Parties (collectively, “Third Party Claims”) arising from or occurring as a result of: (ia) the any breach by Mereo Horizon of any term of this Agreement; (iib) the fraud, gross negligence or willful misconduct on the part of Mereo any Horizon Indemnitees in the performance of Horizon’s obligations under this Agreement or (c) the Manufacture or Exploitation of the Product or any Other Product by or on behalf of Horizon, its Affiliates and Sublicensees (but excluding the Manufacture or Exploitation of Product or any Other Product by or on behalf of AstraZeneca or its Affiliates pursuant to the Supply Agreement, the Transition Plan (as defined in the Asset Purchase Agreement) 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 pursuant to any sublicense granted by Horizon to AstraZeneca under the this Agreement; or (iii) the Exploitation by Mereo Agreement 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 TerritoryAncillary Agreement), except, in each case ((ia), (iib) and (iiic)), for to the extent of ***Confidential Treatment Requested those Losses for which AstraZeneca has an obligation to indemnify Mereo any Horizon Indemnitees pursuant to Section 13.2 hereof11.2 or pursuant to the Supply Agreement or the Asset Purchase Agreement, as to which Losses each Party shall indemnify the other Party and the AstraZeneca Indemnitees or the Horizon Indemnitees, as applicable, to the extent of their respective its liability for the such Losses.

Indemnification of AstraZeneca. Mereo Licensee 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) with 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 Licensee of this Agreement, including the enforcement of AstraZeneca’s rights under this Section 8.1; (ii) the gross negligence or willful CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ***Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(B)(4) and 240.24b-2 wilful misconduct on the part of Mereo Licensee or its Affiliates or its or their Sublicensees or its or their distributors 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 Licensee or any of its Affiliates or its or their Sublicensees or its or their distributors or contractors of any Licensed Product or the Licensed 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 Licensee pursuant to Section 13.2 8.2 hereof, as to which Losses each Party shall indemnify the other to the extent of their respective liability for the Lossesliability.

Indemnification of AstraZeneca. Mereo Insmed 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”) incurred 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) with any and all suits, investigations, claims or demands of Third Parties (collectively, “Third Party Claims”) arising from from, relating to, or occurring as a result of: (i) the breach by Mereo Insmed of this Agreement, including the enforcement of AstraZeneca’s rights under this Section 11.1; (ii) the gross negligence or willful misconduct on the part of Mereo Insmed 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 Insmed or any of its Affiliates or its or their Sublicensees or its or their distributors or contractors of any Licensed Product or the Compounds Licensed Compound 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 Insmed pursuant to Section 13.2 11.2 hereof, as to which Losses each Party shall indemnify the other to the extent of their respective liability for the Lossesliability.

Indemnification of AstraZeneca. Mereo Subject to this Clause 14, Buyer shall indemnify AstraZeneca, and hold harmless AstraZeneca and its Affiliates, its or their (sub)licensees and its and their respective officers, 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 INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST. and agents (collectively, “AstraZeneca Indemnitees”) from and against, and compensate and reimburse the AZ Transferee becoming aware of the claimed or deemed transfer; and (b) AstraZeneca Indemnitees for, any and all suits, investigations, claims or demands of Losses suffered by them in connection with any and all Litigation by Third Parties (collectively, “Third Party Claims”) arising from or occurring as a result of: (ia) any breach by Buyer of any term of this Supply Agreement, (b) the breach by Mereo of this Agreement; (ii) the gross negligence fraud 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 any Buyer Indemnitee in performing its or their the performance of Buyer’s obligations under this Agreement; Supply Agreement or (iiic) the Exploitation of the Supplied Product by Mereo or any on behalf of Buyer, its Affiliates Affiliates, licensees, sublicensees or its or their Sublicensees or its or their distributors or contractors of any Product or the Compounds in or for the Territorydistributors, except, in each case ((ia), (iib) and (iiic)), for to the extent of those Losses for which AstraZeneca has an obligation to indemnify Mereo any Buyer Indemnitees pursuant to Section 13.2 hereofClause 14.2, as to which Losses each Party shall indemnify the other Party and the AstraZeneca Indemnitees or Buyer Indemnitees, as applicable, to the extent of their respective its liability for the such Losses.

Indemnification of AstraZeneca. Mereo Licensee 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) with any and all suits, investigations, claims or demands of Third Parties (collectively, “Third Party Claims”) arising from or occurring as a result of: (ia) the breach by Mereo of any representation, warranty, covenant or other term of this AgreementAgreement by Licensee; (iib) the fraud, gross negligence or willful misconduct on the part of Mereo Licensee 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, as applicable; or (iiic) the Exploitation by Mereo or on behalf of Licensee or any of its Affiliates or its or their Sublicensees or its or their distributors or contractors of any Product Licensed Compound or the Compounds in or for the Territory, Licensed Product; except, in each case of clauses ((ia), (iib) and (iii)c), for those Losses for which AstraZeneca has an obligation to indemnify Mereo Licensee pursuant to Section 13.2 hereof8.2 (Indemnification of Licensee), as to which Losses each Party shall indemnify the other to the extent of their respective liability for the Losses.