Common use of Indemnification of Licensee Clause in Contracts

Indemnification of Licensee. a. Licensor shall defend, indemnify and hold harmless Licensee and its affiliates and its and their respective employees, agents, officers and directors, from and against all damages, liabilities and expenses (including all reasonable legal costs such as attorneys' fees, court costs and settlement expenses) arising out of, connected with, or resulting from any allegation that the use of the Database by Licensee infringes any copyright of any third party, unless such allegation arises from (i) the combination or use of the Database or the information contained therein or derived therefrom with any software, data, information or materials not furnished by Licensor hereunder, (ii) the use of the Database or the information contained therein or derived therefrom other than as permitted hereunder, or (iii) any modifications to the Database or the information contained therein or derived therefrom by any individual or entity other than Licensor. If any such claim or proceeding arises, Licensee shall provide written notice to Licensor in a timely manner after it receives actual notice of its existence and shall cooperate fully with Licensor in the defense of any such allegation. Licensor shall have the right, at its expense, to employ counsel reasonably acceptable to Licensee to defend the claim, and to compromise, settle or otherwise dispose of the claim; provided, however, that no compromise or settlement of any claim admitting liability of or imposing duties or restrictions upon Licensee may be effected without the prior written consent of Licensee. Licensee will cooperate in any such action by making available to Licensor, at Licensee's expense, books or records reasonably necessary for the defense of the claim or proceeding. b. If the Database or any portion thereof becomes or, in Licensee's opinion, is likely to become, the subject of any claim or action that it violates the intellectual property rights of another person or entity, then Licensor may, in its sole discretion and at its expense, (i) procure the right for Licensee to continue using the Database; (ii) modify the Database to render it non-infringing; or (iii) replace the Database or any portion thereof with equally suitable, functionally equivalent non-infringing data. If none of the foregoing is commercially practicable, Licensor may terminate this Agreement without liability to Licensor. c. THE FOREGOING CONSITUTES LICENSOR'S TOTAL LIABILITY WITH RESPECT TO ANY CLAIM AGAINST LICENSEE, ITS AFFILIATES AND ITS AND THEIR RESPECTIVE EMPLOYEES, AGENTS, OFFICERS AND DIRECTORS FOR INTELLECTUAL PROPERTY INFRINGEMENT RELATING TO THE DATABASE.

Indemnification of Licensee. a. Licensor shall defend, indemnify indemnify, save and hold harmless each of the Licensee Parties from, against and its affiliates with respect to any and its and their respective employeesall Losses for which any Licensee Party may become liable, agentsor which any Licensee Party may incur or may be compelled to pay, officers and directorsin any claim or Legal Proceeding against or otherwise involving any such Licensee Party for or by reason of any acts, from and against all damageswhether of omission or commission, liabilities and expenses (including all reasonable legal costs such as attorneys' feeswhich may be suffered or committed, court costs and settlement expenses) directly or indirectly, arising out of, connected with, of or resulting from any allegation that the use of the Database by Licensee infringes any copyright of any third party, unless such allegation arises from related or attributable to (i) the combination or use Licensor's breach of the Database or the information contained therein or derived therefrom with any software, data, information or materials not furnished by Licensor hereunder, representations and warranties set forth in Article 3 of this Agreement; (ii) any liability, obligation or claim arising out of or relating to a breach or some other action or omission of Licensor that occurred prior to the use of the Database or the information contained therein or derived therefrom other than as permitted hereunder, or Effective Date; (iii) any modifications and all liabilities arising from the Products produced and/or sold by the Licensor, or (iv) any noncompliance with the fraudulent transfer laws. A Licensee Party shall notify Licensor within a reasonable time of the receipt of Notice by such Licensee Party of the making or instituting of a claim or Legal Proceeding under this Section 5.2, Licensor shall have the option of contesting or defending any claim or Legal Proceeding by counsel acceptable to the Database Licensee Party, which acceptance shall not be unreasonably withheld, and each such Licensee Party shall reasonably cooperate in such contest or defense at the information contained therein or derived therefrom by any individual or entity other than sole expense of Licensor. If The Licensor shall bear all reasonable expenses in connection with the defense and/or settlement of any such claim or proceeding arisesLegal Proceeding, except that if a Licensee shall provide written notice Party desires to Licensor in a timely manner after it receives actual notice of retain its existence and shall cooperate fully with Licensor own counsel to participate in the defense of any such allegationclaim or Legal Proceeding, it may do so at its own expense. Provided that Licensor shall have within a reasonable time after such Notice diligently contest or defend any claim or Legal Proceeding, the rightLicensee Party shall not settle or compromise such claim or Legal Proceeding except with the consent of Licensor, at its expensewhich consent shall not be unreasonably withheld, to employ counsel reasonably acceptable to conditioned or delayed. If Licensor shall not within a reasonable time after such Notice diligently contest or defend any claim or Legal Proceeding, any Licensee to Party may contest or defend such claim or Legal Proceeding and may, without the claim, and to compromiseconsent of Licensor, settle or otherwise dispose of compromise such claim or Legal Proceeding, in which case Licensor shall bear all reasonable expenses incurred by any Licensee Party in connection with the claim; provided, however, that no compromise or defense and/or settlement of any claim admitting liability of or imposing duties or restrictions upon Licensee may be effected without the prior written consent of Licensee. Licensee will cooperate in any such action by making available to Licensor, at Licensee's expense, books or records reasonably necessary for the defense of the claim or proceedingLegal Proceeding. b. If the Database or any portion thereof becomes or, in Licensee's opinion, is likely to become, the subject of any claim or action that it violates the intellectual property rights of another person or entity, then Licensor may, in its sole discretion and at its expense, (i) procure the right for Licensee to continue using the Database; (ii) modify the Database to render it non-infringing; or (iii) replace the Database or any portion thereof with equally suitable, functionally equivalent non-infringing data. If none of the foregoing is commercially practicable, Licensor may terminate this Agreement without liability to Licensor. c. THE FOREGOING CONSITUTES LICENSOR'S TOTAL LIABILITY WITH RESPECT TO ANY CLAIM AGAINST LICENSEE, ITS AFFILIATES AND ITS AND THEIR RESPECTIVE EMPLOYEES, AGENTS, OFFICERS AND DIRECTORS FOR INTELLECTUAL PROPERTY INFRINGEMENT RELATING TO THE DATABASE.

Indemnification of Licensee. a. Licensor shall defendand its successors and assigns (collectively, indemnify “Indemnitor”) will at all times indemnify, defend and hold harmless Licensee and its affiliates and its affiliates, and their respective officers, directors, employees, agentsrepresentatives, officers successors and directorsassigns (each, an “Indemnitee”), from and against any and all damagesclaims, liabilities demands, liabilities, causes of action, suits, proceedings, judgments, losses, damages of any nature whatsoever, and expenses (all costs and expenses, including all without limitation reasonable legal costs such as attorneys' counsel fees, court costs of investigations, interest and settlement expenses) penalties, arising out of, connected withrelating to or based on any claim, suit, action or resulting from other proceeding (an “Action”) determining that a Trademark licensed hereunder is not owned by Licensor (a “Licensee Indemnified Claim”). Licensee shall give prompt written notice of any allegation Licensee Indemnified Claim, provided that the use failure of the Database by Licensee infringes any copyright to give such notice shall not relieve Licensor of any third party, unless such allegation arises from (i) the combination or use of the Database or the information contained therein or derived therefrom with any software, data, information or materials not furnished by Licensor hereunder, (ii) the use of the Database or the information contained therein or derived therefrom other than as permitted hereunder, or (iii) any modifications its obligations under this Article except to the Database or extent that Licensor is actually prejudiced by such failure. Licensor shall have the information contained therein or derived therefrom by any individual or entity other than Licensor. If any such claim or proceeding arises, Licensee shall provide written notice sole right to Licensor in a timely manner after it receives actual notice of its existence and shall cooperate fully with Licensor in control the defense of any such allegation. Licensor shall have the right, at its expense, to employ counsel reasonably acceptable to Licensee to defend the claim, and to compromise, settle or otherwise dispose of the claimIndemnified Claim; provided, however, that no compromise in the event that Licensee reasonably determines that a conflict exists between Licensor and itself, or in Licensee’s reasonable judgment Licensor fails to provide an adequate defense, Licensee may, at Licensee’s expense, retain its own counsel to represent its interests, so long as such defense does not violate any terms or conditions of this Agreement, including without limitation Article 16.4, or otherwise harm the enforceability or value of the Trademarks. Licensee shall provide cooperation and assistance to Licensor relative to any Licensee Indemnified Claim at Licensor’s sole expense. Any settlement of any claim admitting liability Licensee Indemnified Claim must fully release the Indemnitees. Licensor shall be responsible for and pay any settlement made. This Article 36 shall survive the expiration or earlier termination of or imposing duties or restrictions upon Licensee may be effected without the prior written consent of Licensee. Licensee will cooperate in any such action by making available to Licensor, at Licensee's expense, books or records reasonably necessary for the defense of the claim or proceedingthis Agreement. b. If the Database or any portion thereof becomes or, in Licensee's opinion, is likely to become, the subject of any claim or action that it violates the intellectual property rights of another person or entity, then Licensor may, in its sole discretion and at its expense, (i) procure the right for Licensee to continue using the Database; (ii) modify the Database to render it non-infringing; or (iii) replace the Database or any portion thereof with equally suitable, functionally equivalent non-infringing data. If none of the foregoing is commercially practicable, Licensor may terminate this Agreement without liability to Licensor. c. THE FOREGOING CONSITUTES LICENSOR'S TOTAL LIABILITY WITH RESPECT TO ANY CLAIM AGAINST LICENSEE, ITS AFFILIATES AND ITS AND THEIR RESPECTIVE EMPLOYEES, AGENTS, OFFICERS AND DIRECTORS FOR INTELLECTUAL PROPERTY INFRINGEMENT RELATING TO THE DATABASE.

Indemnification of Licensee. a. Licensor shall defendindemnify Licensee, indemnify and hold harmless Licensee and its affiliates and its Affiliates and their respective directors, officers, employees, and agents, officers and directorsdefend and save each of them harmless, from and against any and all damages, liabilities Losses in connection with any and expenses (including all reasonable legal costs such Third Party Claims arising from or occurring as attorneys' fees, court costs and settlement expenses) arising out a result of, connected with, or resulting from any allegation that the use of the Database by Licensee infringes any copyright of any third party, unless such allegation arises from : (i) the combination or use of the Database or the information contained therein or derived therefrom with any software, data, information or materials not furnished breach by Licensor hereunder, of this Agreement, (ii) the negligence or willful misconduct on the part of Licensor or its Affiliates or their respective directors, officers, employees, and agents in performing its obligations under this Agreement, (iii) the use by Licensee or its Affiliates or Sublicensees of any Product Trademark selected by the Senior Officer of Licensor pursuant to the dispute resolution procedures set forth in Section 13.6.2(xiv), where such Product Trademark was not the Trademark proposed for such purpose by the representatives of Licensee; Specific terms in this Exhibit have been redacted because such terms are both not material and are of the type that the Company treats as private or confidential. These redacted terms have been marked in this Exhibit with three asterisks [***]. (iv) any actual or alleged infringement or misappropriation of any trademark or trade name right of any Third Party in connection with the use of Licensor’s Corporate Name in the Database Commercialization of the Licensed Products in the Licensee Territory as permitted or required under this Agreement, (v) the Development, Commercialization, or Manufacture of the Licensed Products or the information contained therein Licensed Compounds anywhere in the world prior to the Effective Date by or derived therefrom other than as on behalf of Licensor or its Affiliates (or its or their contractors, licensees , or collaboration partners, including Kyowa, (vi) (A) the Commercialization of the Licensed Products in the Licensor Territory, (B) the Development of the Licensed Products anywhere in the world for the purpose of obtaining or maintaining Regulatory Approval for Licensed Products in the Licensor Territory, or (C) the Manufacture of the Licensed Products anywhere in the world in support of such Development or such Commercialization, in each case ((A) – (C)), by Licensor, its Affiliates, licensees (including Kyowa), or Sublicensees during the Term, and (vii) the Development, Commercialization, or Manufacture of the Licensed Products or the Licensed Compounds anywhere in the world after the Term, except for such Development, Commercialization, or Manufacture conducted by, on behalf of, or for Licensee or its Affiliates or Sublicensees are permitted hereunder, or except, in the case of clauses (iiii)-(iv) any modifications for those Losses for which Licensee has an obligation to indemnify Licensor pursuant to Section 11.1 hereof, as to which Losses each Party shall indemnify the other to the Database or the information contained therein or derived therefrom by any individual or entity other than Licensor. If any such claim or proceeding arises, Licensee shall provide written notice to Licensor in a timely manner after it receives actual notice extent of its existence and shall cooperate fully with Licensor in the defense of any such allegation. Licensor shall have the right, at its expense, to employ counsel reasonably acceptable to Licensee to defend the claim, and to compromise, settle or otherwise dispose of the claim; provided, however, that no compromise or settlement of any claim admitting their respective liability of or imposing duties or restrictions upon Licensee may be effected without the prior written consent of Licensee. Licensee will cooperate in any such action by making available to Licensor, at Licensee's expense, books or records reasonably necessary for the defense of the claim or proceedingLosses. b. If the Database or any portion thereof becomes or, in Licensee's opinion, is likely to become, the subject of any claim or action that it violates the intellectual property rights of another person or entity, then Licensor may, in its sole discretion and at its expense, (i) procure the right for Licensee to continue using the Database; (ii) modify the Database to render it non-infringing; or (iii) replace the Database or any portion thereof with equally suitable, functionally equivalent non-infringing data. If none of the foregoing is commercially practicable, Licensor may terminate this Agreement without liability to Licensor. c. THE FOREGOING CONSITUTES LICENSOR'S TOTAL LIABILITY WITH RESPECT TO ANY CLAIM AGAINST LICENSEE, ITS AFFILIATES AND ITS AND THEIR RESPECTIVE EMPLOYEES, AGENTS, OFFICERS AND DIRECTORS FOR INTELLECTUAL PROPERTY INFRINGEMENT RELATING TO THE DATABASE.

Indemnification of Licensee. a. Licensor shall defendCompany agrees to indemnify, indemnify defend and hold harmless Licensee and its affiliates and its and their respective employees, agents, officers and directors, from and against any and all damageslosses, liabilities and expenses liabilities, costs (including all reasonable legal costs such as attorneys' ’ fees, court costs and settlement expenses) arising out of, connected with, or damages resulting from any allegation claim by any third party that the Company Software infringes or misappropriates, as applicable, such third party’s U.S. patent rights issued as of the Effective Date, or such third party’s copyrights or trade secret rights under applicable laws of any jurisdiction within the United States of America, provided that, notwithstanding the foregoing, Company shall have no obligation to indemnify Licensee hereunder if the alleged infringement arises, in whole or in part, due to modification of the Company Software by Licensee, on Licensee’s behalf, or upon Licensee’s request or direction, or if such alleged infringement arises, in whole or in part, due to combination or integration of the Company Software with hardware, software and/or technology not supplied by Company hereunder, if such infringement would have been avoided by use of the Database by Company Software absent such combination or integration. If any claim for which indemnity is or may be sought hereunder is made or appears reasonably likely, Licensee infringes any copyright of any third party, unless such allegation arises from agrees: (i) the combination or use of the Database or the information contained therein or derived therefrom with any software, data, information or materials not furnished by Licensor hereunder, (ii) the use of the Database or the information contained therein or derived therefrom other than as permitted hereunder, or (iii) any modifications promptly to the Database or the information contained therein or derived therefrom by any individual or entity other than Licensor. If any such claim or proceeding arises, Licensee shall provide written notice to Licensor notify Company in a timely manner after it receives actual notice of its existence and shall cooperate fully with Licensor in the defense of any such allegation. Licensor shall have the right, at its expense, to employ counsel reasonably acceptable to Licensee to defend the claim, and to compromise, settle or otherwise dispose of the claim; provided, however, that no compromise or settlement of any claim admitting liability of or imposing duties or restrictions upon Licensee may be effected without the prior written consent of Licensee. Licensee will cooperate in any such action by making available to Licensor, at Licensee's expense, books or records reasonably necessary for the defense of the claim or proceeding. b. If the Database or any portion thereof becomes or, in Licensee's opinion, is likely to become, the subject of any claim or action that it violates the intellectual property rights of another person or entity, then Licensor may, in its sole discretion and at its expense, (i) procure the right for Licensee to continue using the Databasewriting; (ii) modify to cooperate with Company in, and to allow Company sole authority to control, the Database to render it non-infringingdefense and settlement of such claim; or and (iii) to permit Company, at Company’s sole discretion, to enable Licensee to continue to use the Company Software, or to modify or replace the Database or any portion thereof with equally suitablesuch infringing material to make it non- infringing, functionally equivalent non-infringing data. If provided that, if Company determines that none of the foregoing alternatives is commercially practicablereasonably available, Licensor may terminate this Agreement without liability Licensee shall, upon written request from Company, cease use of, and, if applicable, return, such materials as are the subject of the relevant infringement claim. Company shall not be obligated to Licensorindemnify, hold harmless or defend Licensee from and against any losses, liabilities, costs (including reasonable attorneys’ fees) or damages resulting from: (i) Licensee’s negligence or willful misconduct; or (ii) a breach by Licensee of its obligations, representations or warranties hereunder. c. THE FOREGOING CONSITUTES LICENSOR'S TOTAL LIABILITY WITH RESPECT TO ANY CLAIM AGAINST LICENSEE, ITS AFFILIATES AND ITS AND THEIR RESPECTIVE EMPLOYEES, AGENTS, OFFICERS AND DIRECTORS FOR INTELLECTUAL PROPERTY INFRINGEMENT RELATING TO THE DATABASE.