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 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 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 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 (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 Subject to Section 13.5.5, Impax shall indemnify AstraZeneca, its Affiliates, its or their (sub)licensees Affiliates and its and their respective directors, officers, employees employees, and agents (collectively, the “AstraZeneca Indemnified Parties”), and defend and save each of them harmless, from and against any and all losses, damages, liabilities, costs costs, and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) in connection with: (a) the employment arising from or termination occurring as a result 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 litigation, arbitrations, claims, or demands of Third Parties (including governmental entities) (collectively, “Third Party Claims”) arising from or occurring as a result of: (i) : 13.1.1. the breach by Mereo Impax (including through any of its other Party Members) of any representation, warranty, covenant or other term or condition of this Agreement; Agreement (iiincluding any representation, warranty or undertaking set forth in Sections 3.7.2, 3.7.3 or 12.3.3) or any Ancillary Agreements; 13.1.2. the gross negligence or willful or intentional misconduct on the part of Mereo Impax or any of its Affiliates Affiliates, Subcontractors or Sublicensees or its or their respective directors, officers, employees, and agents in performing its or their obligations under this Agreement or any Ancillary Agreement; 13.1.3. any actual or alleged violations of Applicable Law by Impax or any of its Affiliates, Subcontractors or Sublicensees or its or their distributors or contractors or its or their respective directors, officers, employees, and agents in connection with the performance of any activity contemplated by this Agreement or the Ancillary Agreements; 13.1.4. the (i) [***] by Impax or any of its Affiliates, Sublicensees or Subcontractors, or (ii) [***] by Impax or any of its Affiliates, Sublicensees or Subcontractors, including any Losses arising from or occurring as a result of the [***] in violation of Applicable Law, except in each case ((i) and (ii)) to the extent that any such Losses arise from or occur as a result of (a) the [***], during any period in which such [***]; or (y) such [***]; or (b) AstraZeneca’s use outside the Territory of any [***]. 13.1.5. the Exploitation on or after the Effective Date of the Licensed Compound or any products containing the Licensed Compound (including any and all Existing Products, Additional Products and Impax Generic Versions) by Impax or any of its Affiliates, Sublicensees or Subcontractors or its or their distributors or contractors or its or their respective directors, officers, employees or agents agents, but excluding in performing its each case Losses to the extent arising from or their obligations under this Agreementoccurring as a result of (i) the [***], during any period in which [***]; or (iiib) any [***]; or (ii) AstraZeneca’s use outside the Exploitation by Mereo Territory of any [***]; 13.1.6. Impax’ [***] with respect to Licensed Products sold under Managed Market Contracts or contracts required to effect any of its Affiliates or its or their Sublicensees or its or their distributors or contractors Government Health Care Program; 13.1.7. the content of any Product Labels and Inserts for a Licensed Product to the extent the content thereof is adopted by AstraZeneca at Impax’ request or reflects a change to any Product Label and Insert for a Licensed Product that is implemented by AstraZeneca at Impax’ request; 13.1.8. the Compounds in or for conduct of any Impax Study; 13.1.9. the Territory, except, enforcement by AstraZeneca of its rights under this Article 13; except in each case ((i), (iiSections 13.1.1 through 13.1.9) and (iii)), for those Losses for which AstraZeneca has an obligation to indemnify Mereo the Impax Indemnified Parties pursuant to Section 13.2 hereof13.2, as to which Losses each Party shall indemnify the other Party to the extent of their its respective liability for the such Losses.

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 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 In addition to any other remedy available to AstraZeneca, Nektar shall indemnify indemnify, defend and hold harmless AstraZeneca, its Affiliates, its or their (sub)licensees Distributors, Sublicensees and its and their respective directors, officers, officers and employees (each an “AstraZeneca Party”) in full and agents and defend and save each of them harmlesson demand, from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) Losses incurred by them to the extent resulting from or arising out of or in connection with: with any Third Party Claims against any AstraZeneca Party that arise or result from: (a) the employment or termination of employment of or other obligations to (i) 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 on the part of Nektar or its Affiliates in performing any activity contemplated by this Agreement or any Ancillary Agreement, or 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 provision of this AgreementAgreement or any Ancillary Agreement by Nektar; or (ii) the gross negligence Exploitation of a Compound, Licensed Product or willful misconduct Reserved Product by or on behalf of Nektar or any of its Affiliates, which claim(s) is based on [***], in whole or in part, prior to the part Effective Date, including any violation of Mereo Applicable Law in connection with such Exploitation and any Third Party Claims that allege that the claimant has suffered [***] as a result of the use of the Licensed Products distributed by 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 on behalf of Nektar 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 (iiiii)), (A) for those any Losses for which AstraZeneca has an obligation to indemnify Mereo any Nektar Party pursuant to Section 13.2 hereof14.1, as to which Losses Loss each Party shall indemnify the other to the extent of their respective liability for such Loss, (B) to the Losses.extent such Losses arise or result from the [***] of an AstraZeneca Party, or the breach of any provision of this Agreement or any Ancillary Agreement by AstraZeneca; and (C) to the extent AstraZeneca has an obligation to indemnify a Nektar Party for any such Losses pursuant to an Ancillary Agreement (which agreement shall set forth the relationship between an indemnification obligation arising under this Agreement and any indemnification obligation under such agreement). EXECUTION VERSION

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.

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 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.