Common use of Indemnification of Licensee Clause in Contracts

Indemnification of Licensee. AstraZeneca shall indemnify Licensee, its Affiliates 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 AstraZeneca of this Agreement, including the enforcement of Licensee’s rights under this Section 8.2 (Indemnification of Licensee); (ii) the gross negligence or willful misconduct on the part of AstraZeneca or its Affiliates or its or their respective directors, officers, employees or agents in performing its obligations under this Agreement; or (iii) the Exploitation by AstraZeneca or any of its Affiliates or its or their sublicensees or its or their distributors or contractors of any Licensed Product or the Licensed Compound in or for the Territory prior to the Effective Date; except, in each case (i), (ii) and (iii), for those Losses for which Licensee has an obligation to indemnify AstraZeneca pursuant to Section 8.1 (Indemnification of AstraZeneca) hereof, as to which Losses each Party shall indemnify the other to the extent of their respective liability for the Losses.

Indemnification of Licensee. AstraZeneca shall indemnify Licensee, its Affiliates and its and their respective directors, officers, employees and agents (the “Licensee Indemnitees”) 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 AstraZeneca of this Agreement, including the enforcement of Licensee’s rights under this Section 8.2 (Indemnification of Licensee)8.2; (ii) the gross negligence or willful misconduct on the part of AstraZeneca or its Affiliates or its or their respective directors, officers, employees or agents in performing its obligations under this Agreement; or (iii) the Exploitation exercise of the Retained Rights by AstraZeneca or any of its Affiliates or its or their sublicensees (sub)licensees or its or their distributors or contractors of any Licensed Product or the Licensed Compound in or for the Territory prior to the Effective Date; contractors, except, in each case ((i), (ii) and (iii)), for those Losses for which Licensee has an obligation to indemnify AstraZeneca pursuant to Section 8.1 (Indemnification of AstraZeneca) hereof, as to which Losses each Party shall indemnify the other to the extent of their respective liability for the Losses.

Indemnification of Licensee. AstraZeneca shall indemnify Licensee, its Affiliates and its and their respective Sublicensees, 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: (ia) the breach by AstraZeneca of any representation, warranty, covenant or other term of this Agreement, including the enforcement of Licensee’s rights under this Section 8.2 (Indemnification of Licensee)Agreement by AstraZeneca; (iib) the fraud, gross negligence or willful misconduct on the part of AstraZeneca or its Affiliates 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 or on behalf of AstraZeneca or any of its Affiliates or its or their sublicensees or its or their distributors or contractors sub/licensees of any Licensed Compound or Licensed Product or the Licensed Compound in or for the Territory prior to the Effective DateDate of after a reversionary event under Article 9; except, in each case of clauses (ia), (ii) b), and (iii), c) for those Losses for which Licensee has an obligation to indemnify AstraZeneca pursuant to Section 8.1 (Indemnification of AstraZeneca) hereof), as to which Losses each Party shall indemnify the other to the extent of their respective liability for the Losses.