Indemnification of Eisai Clause Samples
Indemnification of Eisai. Arena shall defend, indemnify and hold harmless each of Eisai, its Affiliates, and its and their respective directors, officers, stockholders and employees (collectively, the “Eisai Indemnitees”) from and against any and all Losses from (a) any Third Party Claims against any Eisai Indemnitee to the extent arising from, based on or occurring as a result of: (i) any negligent act or omission, willful misconduct, failure to comply with any Applicable Laws or breach of any agreement with a Third Party by Arena, its Affiliates, or any Arena ex-Territory Distributor with respect to any development of the Compound, any Related Compound, Compound Products or Related Products prior to the Effective Date; (ii) the actual or alleged negligence or willful misconduct of Arena, any of its Affiliates or any Arena ex-Territory Distributor with respect to the development, manufacture, use, handling, storage, sale or other exploitation of the Compound, any Related Compound, Compound Product or Related Product in any jurisdiction or country outside the Territory, including any Non-Development Plan Development, at any time during the Term (but excluding, for clarity, all activities under this Agreement except to the extent otherwise indemnifiable hereunder); (iii) the development, manufacture, use, handling, storage, sale or other exploitation of any Compound, Related Compound, Compound Product or Related Product by Arena, any of its Affiliates, any Arena ex-Territory Distributor or any other licensee, distributor or collaborator of Arena or any of its Affiliates (A) after the Term or (B) in any Terminated Country after this Agreement has been terminated with respect to such country; (iv) the actual or alleged (A) negligence or willful misconduct of or (B) violation of Applicable Laws by, in each case ((A) and (B)), Arena or any of its Affiliates or its or their respective subcontractors in performing any activity contemplated by this Agreement; (v) any actual or alleged breach or default by Arena (or any of its Affiliates) of this Agreement, the Quality Agreement or the PV Agreement; (vi) any infringement or alleged infringement of the intellectual property rights of a Third Party arising from or based on the manufacturing by or on behalf of Arena of any Product or other Compound Product or Related Product; or (vii) any alleged or actual infringement arising from, based on or occurring as a result of the use by Eisai in accordance with the terms hereof of any Product Tradema...
Indemnification of Eisai. Arena shall defend, indemnify and hold harmless each of Eisai, its Affiliates, and its and their respective directors, officers, stockholders and employees (collectively, the “Eisai Indemnitees”) from and against any and all Losses from any Third Party Claims against any Eisai 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)), Arena or any of its Affiliates or subcontractors under this Agreement in performing any activity contemplated by this Agreement or the Quality Agreements; (b) any actual or alleged breach by Arena (or any of its Affiliates or subcontractors under this Agreement) of this Agreement or the Quality Agreements; or (c) any actual or alleged breach by Eisai of a Third Party Distributor Agreement to the extent resulting from an act or omission of Arena except to the extent Arena was acting in accordance with Eisai’s written instructions or resulting from Eisai’s failure to pay any amounts due under this Agreement for which Eisai does not have a right to withhold payment; 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 Eisai set forth in Section 13.1 (a)
Indemnification of Eisai. The Licensee shall indemnify Eisai, its Affiliates and its and their respective directors, officers, employees and agents (collectively, “Eisai Indemnitees”), and defend and hold 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 by such Persons in connection with any and all suits, investigations, claims or demands of Third Parties (collectively “Third Party Claims”) arising from or occurring as a result of: (a) the breach by the Licensee of this Agreement, including the enforcement of Eisai’s rights under this Section 9.1; (b) the gross negligence or willful misconduct on the part of any Licensee Indemnitee in connection with this Agreement or (c) the Exploitation of any Licensed Product by or on behalf of Licensee, its Sublicensees or any of its or their respective Affiliates (excluding any Third Party Claims alleging death, personal injury or other product liability to the extent arising out of or related to the use of any Licensed Compound or Licensed Product sold by or behalf of Eisai in the Eisai Territory), provided that, in each case ((a), (b) and (c)), with respect to any Third Party Claim for which the Licensee has an obligation to any Eisai Indemnitee pursuant to this Section 9.1 and Eisai has an obligation to any Licensee Indemnitee pursuant to Section 9.2, each Party shall indemnify each of the Eisai Indemnitees or the Licensee Indemnitees, as applicable, for its Losses to the extent of its responsibility, relative to the other Party.