Indemnification by ObsEva Sample Clauses

Indemnification by ObsEva. ObsEva shall defend, indemnify and hold Kissei and its Affiliates and licensees and all the officers, directors, and employees thereof harmless from and against all suits, claims, liabilities (including, for the avoidance of doubt, product liability claims), costs, damages, judgements and other expenses (including, but not limited to, reasonable legal fees and expenses) arising from: a) ObsEva’s material breach of any term of this Agreement, b) the negligence, recklessness or willful misconduct or fraud on the part of ObsEva or any of its Affiliates or sublicensees or any of its or their officers, directors or employees with respect to the Product produced by ObsEva or in the performance of this Agreement, or c) any claims made by Third Party against Kissei relating to the Compound or the Products produced, manufactured, supplied, used, tested, by ObsEva or its Affiliates or sublicensees and sold as a Product into the ObsEva Territory at any time after the Letter Agreement; provided, however, that ObsEva shall not be required to indemnify Kissei to the extent that any such claims arose out of or resulted from the negligence, recklessness or willful misconduct or fraud of Kissei or any of its Affiliates or licensees.