Indemnification of AstraZeneca Sample Clauses

Indemnification of AstraZeneca. Mereo shall indemnify AstraZeneca, its Affiliates, its or their (sub)licensees 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, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) in connection with: (a) the employment or termination of employment of or other obligations to any employee of Mereo whose contract of employment is claimed or is deemed to transfer to AstraZeneca or its Affiliates (each an “AZ Transferee” for the purposes of this Section 13.1) pursuant to TUPE, provided that the relevant employee is dismissed within [***] days of the AZ Transferee becoming aware of the claimed or deemed transfer; and (b) any and all suits, investigations, claims or demands of Third Parties (collectively, “Third Party Claims”) arising from or occurring as a result of: (i) the breach by Mereo of this Agreement; (ii) the gross negligence or willful misconduct on the part of Mereo or its Affiliates or its or their Sublicensees or its or their distributors or contractors or its or their respective directors, officers, employees or agents in performing its or their obligations under this Agreement; or (iii) the Exploitation by Mereo or any of its Affiliates or its or their Sublicensees or its or their distributors or contractors of any Product or the Compounds in or for the Territory, except, in each case ((i), (ii) and (iii)), for those Losses for which AstraZeneca has an obligation to indemnify Mereo pursuant to Section 13.2 hereof, as to which Losses each Party shall indemnify the other to the extent of their respective liability for the Losses.

Indemnification of AstraZeneca. In addition to any other remedy available to AstraZeneca, Flexion shall indemnify, defend and hold harmless AstraZeneca, its Affiliates and its and their directors, officers and employees (“AstraZeneca Indemnitees”) in full and on demand, from and against any and all Losses incurred by them to the extent resulting from, or arising out of, or in connection with, any claims made or suits brought by a Sublicensee or Third Party (collectively, “Third Party Claims”) against any AstraZeneca Indemnitee, that arise or result from (a) any intentional misconduct or negligence on the part of Flexion or its Affiliates in performing any activity contemplated by this Agreement, or the breach of any provision of this Agreement by Flexion or (b) the Exploitation by Flexion or its Affiliates or Sublicensees of the Licensed Products (including any claims for death, personal injury or infringement of a Third Party’s rights) or (c) the use of Study Drug provided by AstraZeneca to Flexion under Article 7 above, except where and to the extent that any such Third Party Claims or Losses have been caused or increased by the negligence or wilful misconduct of any AstraZeneca Indemnitee after the Effective Date of this Agreement.

Indemnification of AstraZeneca. In addition to any other remedy available to AstraZeneca, Palatin shall indemnify, defend and hold harmless AstraZeneca, its Affiliates, Distributors, Sublicensees and its and their respective directors, officers and employees in full and on demand, from and against any and all Losses incurred by them to the extent resulting from or arising out of or in connection with any Third Party Claims against AstraZeneca, its Affiliates or their respective directors, officers or employees that arise or result from any intentional misconduct or negligence on the part of Palatin or its Affiliates in performing any activity contemplated by this Agreement, or the breach of any material provision of this Agreement by Palatin; provided that the foregoing indemnification shall not apply to any Loss to the extent such Loss is caused by the breach of this Agreement by AstraZeneca or the negligence or wilful misconduct of AstraZeneca or its Affiliates and their current or former employees, officers and directors.

Indemnification of AstraZeneca. In addition to any other remedy available to AstraZeneca, Targacept shall defend, indemnify and hold harmless AstraZeneca, its Affiliates and its and their respective officers, directors, partners, shareholders, employees and agents from and against any and all Losses incurred by them to the extent resulting from or arising out of or in connection with (i) any breach of any obligation in this Agreement by Targacept, other than its obligations under Section 5, (ii) the inaccuracy or breach of any representation or warranty made by Targacept in the Co-Promotion Agreement or (iii) the enforcement of AstraZeneca’s rights under this Section 17, except to the extent such Losses arise as a result of the negligence, fraud, willful misconduct or wrongful act of AstraZeneca, its Affiliates or its or their respective officers, directors, partners, shareholders, employees or agents.

Indemnification of AstraZeneca. Licensee shall indemnify AstraZeneca, its Affiliates, and its and their respective directors, officers, employees and agents (the “AstraZeneca 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 this Agreement; (b) the gross negligence or willful misconduct on the part of Licensee or its Affiliates or its or their Sublicensees or its or their distributors or contractors or its or their respective directors, officers, employees or agents in performing its or their obligations under this Agreement; or (c) the Exploitation by or on behalf of Licensee or any of its Affiliates or its or their Sublicensees or its or their distributors or contractors of any Licensed Product or the Licensed Compounds in or for the Territory, except, in each case ((a), (b) and (c)), for those Losses for which AstraZeneca has an obligation to indemnify Licensee pursuant to Section 9.2, as to which Losses each Party shall indemnify the other to the extent of their respective liability.

Indemnification of AstraZeneca. In addition to any other remedy available to AstraZeneca, Neoprobe shall indemnify, defend and hold harmless AstraZeneca, its Affiliates and its and their directors, officers and employees in full and on demand, from and against any and all Losses incurred by them to the extent resulting from arising out of or in connection with any claims made or suits brought by a Sublicensee or Third Party (collectively, “Third Party Claims”) against AstraZeneca, its Affiliates or its or their directors, officers or employees that arise or result from (a) any intentional misconduct or negligence on the part of Neoprobe or its Affiliates in performing any activity contemplated by this Agreement, (b) the breach by Neoprobe of any of its representations, warranties, covenants or obligations under this Agreement, or (c) the Exploitation by Neoprobe, its Affiliates or Sublicensees of the Licensed Products (including any claims for death, personal injury or infringement of a Third Party’s rights) ), except to the extent any of (a) through (c) resulting from the negligence or intentional misconduct of AstraZeneca.

Indemnification of AstraZeneca. Abraxis shall defend, indemnify and hold harmless AstraZeneca, its Affiliates and its and their respective officers, directors, employees and agents (the “AstraZeneca Indemnified Parties”) from and against any and all Losses incurred by them to the extent resulting from or arising out of or in connection with (a) any breach of any obligation in this Agreement by Abraxis, (b) the inaccuracy or breach of any representation or warranty made by Abraxis in this Agreement, (c) product liability or intellectual property infringement claims resulting from the manufacture, promotion or sale of the Product, and (d) Abraxis’ use of Promotional Materials that have not been approved by AstraZeneca during the transitional period contemplated by Section 4.7.1. Notwithstanding anything in this Section 18.2 to the contrary, Abraxis shall not be obligated to indemnify the AstraZeneca Indemnified Parties from and against any Losses (i) for which AstraZeneca has an obligation to indemnify the Abraxis Indemnified Parties pursuant to Section 18.1, as to which Losses each Party shall indemnify the other to the extent of their respective responsibility for such Losses, or (ii) to the extent the Losses arise as a result of gross negligence or willful misconduct on the part of any AstraZeneca Indemnified Parties (for the avoidance of doubt, the foregoing limitation shall not apply to any acts that the AstraZeneca Indemnified Parties are obligated to perform under this Agreement to avoid a breach by the AstraZeneca Indemnified Parties of this Agreement).

Indemnification of AstraZeneca. Regulus agrees to defend AstraZeneca, its Affiliates and their respective directors, officers, stockholders, employees and agents, and their respective successors, heirs and assigns (collectively, the “AstraZeneca Indemnitees”), and will indemnify and hold harmless the AstraZeneca Indemnitees, from and against any Losses and Third Party Claims brought against any AstraZeneca Indemnitee and resulting from or occurring as a result of: (a) any activities conducted by a Regulus employee, consultant or (sub)contractor in the performance of the Research Program; (b) any breach by Regulus of any of its representations, warranties or covenants pursuant to this Agreement or

Indemnification of AstraZeneca. Subject to this Clause 14, Buyer shall indemnify and hold harmless AstraZeneca and its Affiliates, and their respective officers, directors, employees and agents (collectively, “AstraZeneca Indemnitees”) from and against, and compensate and reimburse the AstraZeneca Indemnitees for, any and all Losses suffered by them in connection with any and all Litigation by Third Parties (collectively, “Third Party Claims”) arising from or occurring as a result of: (a) any breach by Buyer of any term of this Supply Agreement, (b) the fraud or willful misconduct on the part of any Buyer Indemnitee in the performance of Buyer’s obligations under this Supply Agreement or (c) the Exploitation of the Supplied Product by or on behalf of Buyer, its Affiliates, licensees, sublicensees or distributors, except, in each case ((a), (b) and (c)), to the extent of those Losses for which AstraZeneca has an obligation to indemnify any Buyer Indemnitees pursuant to Clause 14.2, as to which Losses each Party shall indemnify the other Party and the AstraZeneca Indemnitees or Buyer Indemnitees, as applicable, to the extent of its liability for such Losses.