By Takeda. Takeda represents and covenants that as of the Effective Date it is, and during the Term and for [***] ([***]) years thereafter it shall be, [***] against liability and other risks associated with the activities to be conducted by it under this Agreement and that such [***] set forth in [***].
By Takeda. Takeda shall indemnify, defend and hold Recursion and its Affiliates and each of their respective employees, officers, directors and agents (the “Recursion Indemnitees”) harmless from and against any and all Third Party liability, claims, damage, loss, cost or expense of any kind or nature (including reasonable attorneys’ fees) based on or arising out of or otherwise directly relating to a material breach of any of Takeda’s representations or warranties under Article 8; provided, however, that Takeda’s obligations pursuant to this Section 9.1(b) shall be reduced to the extent such claims or suits are arise from, are directly attributable to (x) a material breach of Recursion’s representations, warranties, covenants or obligations under the Agreement or (y) the gross negligence or willful misconduct of, or any of the Recursion Indemnitees.
By Takeda. Takeda represents and covenants that as of the Original Effective Date it is, and during the Term and for three (3) years thereafter it shall be, self-insured against liability and other risks associated with the activities to be conducted by it under this Agreement and that such self-insurance meets the requirements for insurance set forth in Section 14.02 of the Dante License and Section 12.05 of the OHSU Agreement.
By Takeda. Without prejudice and subject to Takeda’s rights under Section 3.5, if Takeda or any of its Affiliates or sublicensees initiates any legal action seeking a determination that any of the Alnylam Patent Rights in any country are invalid, unenforceable, and/or not infringed (including a request for reexamination of any such Patent Rights), to the extent permitted by the applicable Law of such country, Alnylam may terminate this Agreement with the effects provided under Section 11.5(b) upon sixty (60) days’ prior written notice to Takeda, provided, however, that if, prior to the end of such sixty (60) day period Takeda is able to obtain a full and complete withdrawal of such action, the termination shall not become effective and this Agreement shall remain in full force and effect. For clarity, Takeda’s initiation of a legal action with regard to a particular claim of any Patent Right Controlled by Alnylam that is not licensed to Takeda under Section 3.1(a) at the time such legal action is initiated shall not constitute a basis for Alnylam to terminate this Agreement under this Section 11.3(a).
By Takeda. Takeda shall defend, indemnify and hold harmless Alnylam, its Affiliates and their respective directors, officers, employees and agents (“Alnylam Indemnified Parties”) at Takeda’s cost and expense, from and against any Losses arising out of any Third Party claim based on (i) any breach by Takeda of any of its representations, warranties or obligations pursuant to this Agreement, (ii) the negligence or willful misconduct of Takeda or its Affiliates or sublicensees, or any of their respective directors, officers, employees and agents, in the performance of obligations or exercise of rights under this Agreement, or (iii) any Product Liability Claim relating to a Licensed Product (other than an Abandoned Product or a Shared Product) or other RNAi Product (other than an Abandoned Product or a Shared Product) licensed under this Agreement which is Developed and/or Commercialized by Takeda or its Affiliates or sublicensees; except to the extent that such claims arise out of any negligence or willful misconduct of the Alnylam Indemnified Parties.