Common use of Indemnification of Licensor Clause in Contracts

Indemnification of Licensor. Licensee shall save, indemnify, defend and hold harmless Licensor, its Affiliates, its or their (sub)licensees of the Licensed Product, MedImmune and its Affiliates, its or their (sub)licensees of AstraZeneca Product rights, and its and their respective directors, officers, employees and agents (collectively, “Licensor Indemnitees”), from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) to which any Licensor Indemnitee becomes subject as a result of 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 Licensee of this Agreement, including any representation, warranty or covenant herein or the enforcement of Licensor’s rights under this Section 9.1; (b) the gross negligence or willful misconduct on the part of any Licensee Indemnitee in performing its or their obligations under this Agreement; or (c) the Development and Commercialization by Licensee or any of its Affiliates or its or their Sublicensees or its or their distributors or contractors of any Licensed Compound or Licensed Product; except, in each case ((a), (b) and (c)), to the extent such Losses arise or result from the gross negligence or willful misconduct of any Licensor Indemnitee or the breach by Licensor of any warranty, representation, covenant or agreement made by Licensor in this Agreement, as to which Losses each Party shall indemnify the other to the extent of their respective liability.

Indemnification of Licensor. Licensee shall save, indemnify, defend indemnify and hold harmless each of Licensor, its Affiliates, its or their (sub)licensees of Affiliates and the Licensed Product, MedImmune and its Affiliates, its or their (sub)licensees of AstraZeneca Product rights, and its and their respective directors, officers, shareholders and employees of such entities and agents the successors and assigns of any of the foregoing (collectively, the “Licensor Indemnitees”), from and against any and all lossesliabilities, damages, liabilitiespenalties, costs and fines, costs, expenses (including including, reasonable attorneys’ fees and expensesother expenses of litigation) (collectively, “LossesLiabilities”) to which from any Licensor Indemnitee becomes subject as claims, actions, suits or proceedings brought by a result of any and all suits, investigations, claims or demands of Third Parties Party (collectively, a “Third Party ClaimsClaim”) incurred by any Licensor Indemnitee, arising from from, or occurring as a result of: (a) the breach Development, Manufacturing, Commercialization or other Use of any Compounds and Product by Licensee, its Affiliates or Sublicensees in the Licensee of Territory or otherwise pursuant to this Agreement, including any representation, warranty or covenant herein or the enforcement of Licensor’s rights under this Section 9.1products liability claim arising therefrom; (b) any Clinical Studies sponsored by or on behalf of Licensee in the Licensee Territory (other than Post-Approval Marketing Studies sponsored by Licensor in the Licensee Territory in accordance with Article 4.1(b)), including any products liability claim arising therefrom, (c) the gross negligence or willful misconduct on the part wrongful intentional acts or omissions of Licensee, its Affiliates, subcontractors or Sublicensees; (d) breach by Licensee of any Licensee Indemnitee representation, warranty, obligation or covenant as set forth in performing its or their obligations under this Agreement; , or (ce) the Development and Commercialization practice by Licensee or any of its Affiliates or its or their Sublicensees or its or their distributors or contractors the Licensee Technology outside the scope of any Licensed Compound or Licensed Productthe licenses granted to Licensee as set forth in this Agreement; except, in each case ((a), (b), (c) and (c)d), to the extent such Losses arise or result Third Party Claims arises from the gross negligence or willful misconduct of any circumstances for which Licensor Indemnitee or the breach by Licensor of any warranty, representation, covenant or agreement made by Licensor in this Agreement, as to which Losses each Party shall indemnify the other Licensee Indemnities pursuant to the extent of their respective liabilityArticle 15.2.

Indemnification of Licensor. Licensee shall save, indemnify, defend and hold harmless indemnify Licensor, its Affiliates, its or their (sub)licensees of the Licensed Product, MedImmune and its Affiliates, its or their (sub)licensees of AstraZeneca Product rights, and its Affiliates and their respective directors, officers, employees employees, and agents (collectivelyagents, “Licensor Indemnitees”)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“ Losses ”) to which any Licensor Indemnitee becomes subject as a result of in connection with any and all suits, investigations, claims claims, or demands of Third Parties (including Kyowa, Dartmouth or UT) (collectively, ““ Third Party ClaimsClaims ”) arising from or occurring as a result of: (ai) the breach by Licensee of this Agreement, including any representation, warranty or covenant herein or the enforcement of Licensor’s rights under this Section 9.1; (bii) the gross negligence or willful misconduct on the part of any Licensee Indemnitee or its Affiliates or their respective directors, officers, employees, and agents in performing its or their obligations under this Agreement; or (ciii) (A) the Commercialization of the Licensed Products in the Licensee Territory, (B) the Development and Commercialization of the Licensed Products anywhere in the world for the purpose of obtaining or maintaining Regulatory Approval for Licensed Products in the Licensee 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 Licensee or any of Licensee, its Affiliates or its or their Sublicensees or its or their distributors or contractors of any Licensed Compound or Licensed ProductAffiliates, Sublicensees; except, in each case ((a), i) – (b) and (ciii)), for those Losses for which Licensor has an obligation to the extent such Losses arise or result from the gross negligence or willful misconduct of any Licensor Indemnitee or the breach by Licensor of any warranty, representation, covenant or agreement made by Licensor in this Agreementindemnify Licensee pursuant to Section 11.2 hereof, as to which Losses each Party shall indemnify the other to the extent of their respective liability.

Indemnification of Licensor. Licensee shall save, indemnify, defend and hold harmless indemnify Licensor, its Affiliates, its or their (sub)licensees of the Licensed Product, MedImmune and its Affiliates, its or their (sub)licensees of AstraZeneca Product rights, and its Affiliates and their respective directors, officers, employees employees, and agents (collectivelyagents, “Licensor Indemnitees”)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”) to which any Licensor Indemnitee becomes subject as a result of in connection with any and all suits, investigations, claims claims, or demands of Third Parties (including Kyowa, Dartmouth or UT) (collectively, “Third Party Claims”) arising from or occurring as a result of: (ai) the breach by Licensee of this Agreement, including any representation, warranty or covenant herein or the enforcement of Licensor’s rights under this Section 9.1; (bii) the gross negligence or willful misconduct on the part of any Licensee Indemnitee or its Affiliates or their respective directors, officers, employees, and agents in performing its or their Specific terms in this exhibit have been redacted because confidential treatment for those terms has been requested. These redacted terms have been marked in this exhibit with three asterisks [***]. An unredacted version of this exhibit has been separately filed with the Securities and Exchange Commission. obligations under this Agreement; or (ciii) (A) the Commercialization of the Licensed Products in the Licensee Territory, (B) the Development and Commercialization of the Licensed Products anywhere in the world for the purpose of obtaining or maintaining Regulatory Approval for Licensed Products in the Licensee 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 Licensee or any of Licensee, its Affiliates or its or their Sublicensees or its or their distributors or contractors of any Licensed Compound or Licensed ProductAffiliates, Sublicensees; except, in each case ((a), i) – (b) and (ciii)), for those Losses for which Licensor has an obligation to the extent such Losses arise or result from the gross negligence or willful misconduct of any Licensor Indemnitee or the breach by Licensor of any warranty, representation, covenant or agreement made by Licensor in this Agreementindemnify Licensee pursuant to Section 11.2 hereof, as to which Losses each Party shall indemnify the other to the extent of their respective liability.

Indemnification of Licensor. Licensee shall save, indemnify, defend and hold harmless indemnify Licensor, its Affiliates, its or their (sub)licensees of the Licensed Product, MedImmune and its Affiliates, its or their (sub)licensees of AstraZeneca Product rights, and its Affiliates and their respective directors, officers, employees employees, and agents (collectivelyagents, “Licensor Indemnitees”)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”) to which any Licensor Indemnitee becomes subject as a result of in connection with any and all suits, investigations, claims claims, or demands of Third Parties (including Kyowa, Dartmouth or UT) (collectively, “Third Party Claims”) arising from or occurring as a result of: (ai) the breach by Licensee of this Agreement, including any representation, warranty or covenant herein or the enforcement of Licensor’s rights under this Section 9.1; (bii) the gross negligence or willful misconduct on the part of any Licensee Indemnitee or its Affiliates or their respective directors, officers, employees, and agents in performing its or their obligations under this Agreement; or (ciii) (A) the Commercialization of the Licensed Products in the Licensee Territory, (B) the Development and Commercialization of the Licensed Products anywhere in the world for the purpose of obtaining or maintaining Regulatory Approval for Licensed Products in the Licensee 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 Licensee or any of Licensee, its Affiliates or its or their Sublicensees or its or their distributors or contractors of any Licensed Compound or Licensed ProductAffiliates, Sublicensees; except, in each case ((a), i) – (b) and (ciii)), for those Losses for which Licensor has an obligation to the extent such Losses arise or result from the gross negligence or willful misconduct of any Licensor Indemnitee or the breach by Licensor of any warranty, representation, covenant or agreement made by Licensor in this Agreementindemnify Licensee pursuant to Section 11.2 hereof, as to which Losses each Party shall indemnify the other to the extent of their respective liability.

Indemnification of Licensor. Licensee AstraZeneca shall save, indemnify, defend and hold harmless indemnify Licensor, its Affiliates, its or their (sub)licensees of the Licensed Product, MedImmune and its Affiliates, its or their (sub)licensees of AstraZeneca Product rights, Affiliates and its and their respective directors, officers, employees and agents (collectively, “Licensor 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”) to which any Licensor Indemnitee becomes subject as a result of 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: (ai) the breach by Licensee AstraZeneca of this Agreement, including any representation, warranty or covenant herein or the enforcement of Licensor’s rights under this Section 9.1; (bii) the gross negligence or willful misconduct on the part of any Licensee Indemnitee AstraZeneca or its Affiliates or its or their respective directors, officers, employees or agents in performing its or their obligations under this Agreement; or (ciii) the Development and Commercialization Exploitation by Licensee AstraZeneca or any of its Affiliates or its or their Sublicensees or its or their distributors or contractors of any Licensed Compound or any Licensed Product; Product in or for the Territory, except, in each case ((ai), (bii) and (ciii)), for those Losses for which Licensor has an obligation to the extent such Losses arise or result from the gross negligence or willful misconduct of any Licensor Indemnitee or the breach by Licensor of any warranty, representation, covenant or agreement made by Licensor in this Agreementindemnify AstraZeneca pursuant to Section 9.2 hereof, as to which Losses each Party shall indemnify the other to the extent of their respective liability; provided, however that AstraZeneca’s indemnification obligation hereunder with respect to any Loss arising from or occurring as a result of the acts or omissions of a permitted Third Party subcontractor hereunder shall be limited to the indemnification, if any, with respect to such Loss that AstraZeneca is entitled to under its agreement with such Third Party subcontractor.