Common use of Indemnification of Sanofi Clause in Contracts

Indemnification of Sanofi. Licensee shall indemnify Sanofi, its Affiliates and its and their respective directors, officers, employees and agents (collectively, “Sanofi 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 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 any term of this Agreement, (b) the gross negligence or willful misconduct on the part of any Licensee Indemnitee, or (c) the Exploitation of any Licensed Compounds or Licensed Products by or on behalf of Licensee or any of its Affiliates; provided that, with respect to any Third Party Claim for which Licensee has an obligation to any Sanofi Indemnitee pursuant to this Section 11.1 (Indemnification of Sanofi) and Sanofi has an obligation to any Licensee Indemnitee pursuant to Section 11.2 (Indemnification of Licensee), each Party shall indemnify each of the Sanofi Indemnitees or the Licensee Indemnitees, as applicable, for its Losses to the extent of its responsibility, relative to the other Party.

Indemnification of Sanofi. Licensee shall indemnify Sanofi, its Affiliates and its and their respective directors, officers, employees and agents (collectively, “Sanofi 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 any and all suits, investigations, claims or [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. demands of Third Parties (collectively, “Third Party Claims”) arising from or occurring as a result of: (a) the breach by Licensee of any term of this Agreement or any representations or warranties under this Agreement, (b) the gross negligence or willful misconduct on the part of any Licensee Indemnitee, Indemnitee or (c) the Exploitation of any Licensed Compounds Compound or Licensed Products Product by or on behalf of Licensee Licensee, its Sublicensees or any of its or their respective Affiliates; provided that, with respect to any Third Party Claim for which Licensee has an obligation to any Sanofi Indemnitee pursuant to this Section 11.1 (Indemnification of Sanofi) and Sanofi has an obligation to any Licensee Indemnitee pursuant to Section 11.2 (Indemnification of Licensee)11.2, each Party shall indemnify each of the Sanofi Indemnitees or the Licensee Indemnitees, as applicable, for its Losses to the extent of its responsibility, relative to the other Party.

Indemnification of Sanofi. Licensee shall indemnify Sanofi, its Affiliates and its and their respective directors, officers, employees and agents (collectively, “Sanofi Indemnitees”), and defend and save 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”) 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 Licensee of any term of this Agreement, (b) the gross negligence or willful misconduct on the part of any Licensee Indemnitee, Indemnitee or (c) the Exploitation of any Licensed Compounds or Licensed Products by or on behalf of Licensee or any of its Affiliates; provided that, with respect to any Third Party Claim for which Licensee has an obligation to any Sanofi Indemnitee pursuant to this Section 11.1 (Indemnification of Sanofi) and Sanofi has an obligation to any Licensee Indemnitee pursuant to Section 11.2 (Indemnification of Licensee)11.2, each Party shall indemnify each of the Sanofi Indemnitees or the Licensee Indemnitees, as applicable, for its Losses to the extent of its responsibility, relative to the other Party.

Indemnification of Sanofi. Licensee shall indemnify Sanofi, its Affiliates and its and their respective directors, officers, employees and agents (collectively, “Sanofi 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 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 any term of this Agreement, (b) the gross negligence or willful misconduct on the part of any Licensee Indemnitee, Indemnitee or (c) the Exploitation of any Licensed Compounds or Licensed Products by or on behalf of Licensee or any of its Affiliates; provided that, with respect to any Third Party Claim for which Licensee has an obligation to any Sanofi Indemnitee pursuant to this Section 11.1 (Indemnification of Sanofi) and Sanofi has an obligation to any Licensee Indemnitee pursuant to Section 11.2 (Indemnification of Licensee)11.2, each Party shall indemnify each of the Sanofi Indemnitees or the Licensee Indemnitees, as applicable, for its Losses to the extent of its responsibility, relative to the other Party.

Indemnification of Sanofi. Licensee shall indemnify Sanofi, its Affiliates and its and their respective directors, officers, employees and agents (collectively, “Sanofi 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 expensesfees) (collectively, “Losses”) 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 Licensee of any term of this Agreement, (b) the gross negligence or willful misconduct on the part of any Licensee Indemnitee, Indemnitee or (c) the Exploitation of any Licensed Compounds or Licensed Products by or on behalf of Licensee or any of its Affiliates; provided that, except with respect to any Third Party Claim for which Licensee has an obligation to any Sanofi Indemnitee pursuant to this Section 11.1 (Indemnification of Sanofi) and Sanofi has an obligation to any Licensee Indemnitee pursuant to Section 11.2 (Indemnification of Licensee)11.2; provided, that, in the event that Licensee also has an obligation to any Sanofi Indemnitee with respect to such Third Party Claim pursuant to this Section 11.1, each Party shall indemnify each of the Sanofi Indemnitees or the Licensee Indemnitees, as applicable, for its Losses to the extent of its responsibility, relative to the other Party.

Indemnification of Sanofi. Licensee Denali shall indemnify Sanofi, its Affiliates and its and their respective directors, officers, employees and agents (collectively, “Sanofi Indemnitees”), and defend and save 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”) Indemnified Losses in connection with any and all suits, investigations, claims or demands of Third Parties (collectively, “Third Party Claims”) Claims incurred by or rendered against the Sanofi Indemnitees arising from or occurring as a result of: : (a) the breach Development, Manufacture, Commercialization or other Exploitation of the CNS Compounds and CNS Products, by Licensee or under the authority of any term Denali (other than by Sanofi, its Affiliates or Sublicensees) either during the Term or after the termination of this AgreementAgreement (with respect to a Terminated Product), including any Additional CNS Development Activities conducted by or under the authority of Denali, but in each case excluding any of the foregoing associated with Cost Profit Sharing Product in a Cost Profit Sharing Country; (b) the gross negligence negligence, reckless conduct or willful misconduct on the part of any Licensee IndemniteeDenali or its Affiliates or its or their respective directors, or officers, employees, and agents in performing its obligations under this Agreement; (c) a breach by Denali of this Agreement, including any breach of a representation, warranty or covenant by Denali made under ‎Article 11 (Representations, Warranties and Covenants). except, in the Exploitation case of any Licensed Compounds or Licensed Products by or on behalf of Licensee or any of its Affiliates; provided that, with respect to any Third Party Claim clause (a) through (c) above for those Indemnified Losses for which Licensee Sanofi, in whole or in part, has an obligation to any Sanofi Indemnitee indemnify Denali pursuant to this Section 11.1 12.1 (Indemnification of Sanofi) and Sanofi has an obligation to any Licensee Indemnitee pursuant to Section 11.2 (Indemnification of LicenseeDenali), as to which Indemnified Losses each Party shall indemnify each of the Sanofi Indemnitees or the Licensee Indemnitees, as applicable, for its Losses other to the extent of its responsibility, relative to their respective liability for the other PartyIndemnified Losses.