Indemnification by POZEN. POZEN hereby agrees to save, defend and hold Licensee and its Affiliates and their respective directors, officers, employees and agents (each, a “Licensee Indemnitee”) harmless from and against any and all claims, suits, actions, demands, liabilities, expenses and/or loss, including reasonable legal expense and attorneys’ fees (collectively, “Losses”), to which any Licensee Indemnitee may become subject as a result of any claim, demand, action or other proceeding by any Third Party to the extent such Losses arise directly or indirectly out of: (i) the gross negligence or willful misconduct of any POZEN Indemnitee or (ii) the breach by POZEN of any warranty, representation, covenant or agreement made by POZEN in this Agreement; except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Licensee Indemnitee or the breach by Licensee of any warranty, representation, covenant or agreement made by Licensee in this Agreement.
Indemnification by POZEN. Except for Xcel’s indemnification obligation as set forth in the preceding Section 11.1, and except to the extent caused by Xcel’s or its Affiliates’ negligent, reckless or willful acts or omissions, POZEN will indemnify, defend and hold Xcel and its directors, officers, employees, agents and Affiliates harmless from and against any Losses which arise from any claim, lawsuit or other action to the extent such Losses arise out of, relate to or result from (a) the development, manufacture, use, or sale of any Licensed Product prior to the Effective Date, including any product liability regardless of whether based on strict liability, breach of warranty, tort or other legal theory, (b) the development, manufacture, use, or sale of any Licensed Product or any Foreign Licensed Product by or on behalf of POZEN other than by or on behalf of Xcel, including any product liability regardless of whether based on strict liability, breach of warranty, tort or other legal theory, (c) the use of any Xcel Technology or any rights referenced in Section 7.3.3 by POZEN or any sublicensee of POZEN, (d) the breach by POZEN of any of its representations, warranties or obligations contained in this Agreement, or (e) the gross negligence or willful misconduct of POZEN or its Affiliates.
Indemnification by POZEN. POZEN hereby agrees to save, defend and hold Licensee and its Affiliates and their respective directors, officers, employees and agents (each, a “Licensee Indemnitee”) harmless from and against any and all claims, suits, actions, demands, liabilities, expenses and/or loss, including reasonable legal expense and attorneys’ fees (collectively, “Losses”) (a) to which any Licensee Indemnitee may become subject as a result of any claim, demand, action or other proceeding by any Third Party to the extent such Losses arise directly or indirectly out of: (i) the gross negligence or willful misconduct of any POZEN Indemnitee or (ii) the breach by POZEN of any warranty, representation, covenant or agreement made by POZEN in this Agreement; except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Licensee Indemnitee or the breach by Licensee of any warranty, representation, covenant or agreement made by Licensee in this Agreement or (b) for which POZEN is required to indemnify such Licensee Indemnitee pursuant to Section 13.2 of the Original Agreement (other than with respect to those claims, suits, acts, damages, demands, liabilities, rights of action and causes of action that were released by AstraZeneca AB pursuant to that certain side letter between POZEN and AstraZeneca AB, dated September 16, 2013).
Indemnification by POZEN. POZEN will indemnify, defend and hold Licensee and its directors, officers, employees, agents and Affiliates harmless from and against any Losses which arise from any claim, lawsuit or other action to the extent such Losses arise out of, relate to or result from: (a) the breach by POZEN of any of its representations, warranties or obligations contained within this Agreement; or (b) any claim, lawsuit or other action by a Third Party arising from or relating to the development, transportation or manufacture by POZEN of Products in the Field in the Territory. Notwithstanding the foregoing, POZEN will not indemnify Licensee for any Losses to the extent that POZEN is entitled to seek indemnification from Licensee for such Losses under Section 12.1 of this Agreement.
Indemnification by POZEN. Except as otherwise provided in Section 15.1 above, POZEN shall indemnify, defend and hold Nycomed, its Affiliates and their respective directors, officers, employees, agents, successors and assigns harmless from and against any damages, judgments, claims, suits, actions, liabilities, costs and expenses (including, but not limited to, reasonable attorneys’ fees) to the extent arising out of or connected with: (a) POZEN’s breach of any of its warranties, representations, covenants, or duties hereunder; (b) CONFIDENTIAL TREATMENT HAS BEEN GRANTED FOR THE REDACTED PORTIONS OF THE AGREEMENT THAT ARE MARKED WITH ASTERISKS AND BRACKETS ([***]). A COMPLETE COPY OF THIS AGREEMENT, INCLUDING THE REDACTED PORTIONS, HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. POZEN’s negligent acts or omissions or willful misconduct hereunder; (c) possession of the Specialized Equipment by DSM at its facilities during the Term, including, without limitation, POZEN’s failure to perform routine maintenance of the Specialized Equipment, misuse by POZEN of the Specialized Equipment, and injury to any person and damage to property caused by the Specialized Equipment; or (d) DSM’s negligent acts or omissions or willful misconduct, or infringement or misappropriation by DSM of any intellectual property, proprietary rights, or proprietary or confidential information of any Third Party, in the manufacture, handling, distribution or labeling of the Product, to the extent that POZEN is entitled to indemnification for such losses from DSM under the terms of the DSM Supply Agreement.
Indemnification by POZEN. POZEN will indemnify, defend and hold Nycomed and its directors, officers and employees (each a “Nycomed Indemnitee”) harmless from and against any damages, costs or expenses, including reasonable attorneys’ fees and expenses (collectively, “Losses”) incurred by a Nycomed Indemnitee in connection with any claim, lawsuit or other action by a Third Party (“Third Party Claim”) to the extent such Losses arise out of, relate to or result from: (a) the development, testing, manufacture, use, sale, offer to sell, sale, importation or distribution (including distribution free of charge) of POZEN Products or use of Materials or use of any information, data or documentation provided by Nycomed in connection with this Agreement by or on behalf of POZEN or Sublicensees (other than Nycomed) after the Effective Date; (b) the breach by POZEN of any of its representations, *** Portion for which confidential treatment requested.
Indemnification by POZEN. POZEN will indemnify, defend and hold harmless GSK and its Affiliates, and their respective directors, officers, employees and agents (the “GSK Indemnitees”) from and against all Liabilities arising from any Claim to the extent resulting directly or indirectly from: (a) a breach by POZEN of any of POZEN’s representations, warranties, covenants or obligations contained within this Agreement; (b) the development and manufacture of MT 400 by POZEN or its Affiliates prior to the Effective Date; (c) the development, manufacture, sale, offer for sale, and importation of the Products by POZEN or its Affiliates or any of its sublicensees after the Effective Date; or (d) POZEN’s gross negligence or intentional misconduct in its conduct of its responsibilities pursuant to this Agreement.
Indemnification by POZEN. POZEN will indemnify, defend and hold Licensee and its directors, officers, employees, agents and Affiliates harmless from and against any Losses which arise from any claim, lawsuit or other action to the extent such Losses arise out of, relate to or result from: (a) [* *]; or (b) [* *]. Notwithstanding the foregoing, POZEN will not indemnify Licensee for [* *] under Section [* *] of this Agreement.
Indemnification by POZEN. Except as otherwise provided in Section 15.1 above, POZEN shall indemnify, defend and hold Nycomed, its Affiliates and their respective directors, officers, employees, agents, successors and assigns harmless from and against any damages, judgments, claims, suits, actions, liabilities, costs and expenses (including, but not limited to, reasonable attorneys’ fees) to the extent arising out of or connected with: (a) [* *]; (b) [* *]; (c) [* *]; or (d) [* *].
Indemnification by POZEN. POZEN will indemnify, defend and hold harmless GSK and its Affiliates, and their respective directors, officers, employees and agents (the “GSK Indemnitees”) from and against all Liabilities arising from any Claim to the extent resulting directly or indirectly from: (a) a [* *] contained within this Agreement; (b) [* *]; (c) [* *]; or (d) [* *] pursuant to this Agreement.
