Indemnification by Takeda Clause Samples
The "Indemnification by Takeda" clause requires Takeda to compensate or protect the other party from certain losses, damages, or liabilities that may arise in connection with the agreement. Typically, this means Takeda will cover costs such as legal fees or settlements if the other party faces claims due to Takeda's actions, negligence, or breach of contract. This clause serves to allocate risk by ensuring that the party not at fault is shielded from financial harm resulting from Takeda's conduct.
Indemnification by Takeda. Takeda hereby agrees to defend, indemnify, and hold harmless Licensee and its Affiliates and each of their respective directors, officers, employees, agents and representatives (each, an “Licensee Indemnitee”) from and against any and all Losses to which any Licensee Indemnitee may incur, suffer, or be required to pay as a result of, or arising in connection with, any Claim to the extent such Claims arise or result from: (a) the Exploitation of the Licensed Compounds or Licensed Products by Takeda or its Affiliate or its licensee prior to the Effective Date; (b) the Exploitation of the Licensed Compounds or Licensed Products in the Women’s Health Field in the Takeda Territory, or the Commercialization of the Licensed Compounds or Licensed Products in the Men’s Health Field in the Takeda Territory, in each case, by or on behalf of Takeda, its Affiliate, or its licensee (other than Licensee or its Affiliate); (c) the breach by Takeda of any warranty, representation, covenant, or agreement made by Takeda in this Agreement; (d) the negligence, gross negligence, or willful misconduct of Takeda or its Affiliate or its licensee (other than Licensee or its Affiliate), or any officer, director, employee, agent or representative thereof; and (e) the failure to comply with Applicable Law by or on behalf of Takeda in connection with the Licensed Compound, Licensed Products, or this Agreement; except, with respect to each of subsections (a) through (e) above, to the extent such Losses result from the negligence, 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 Takeda. Takeda shall indemnify, defend and hold harmless Ascentage, its Affiliates and, as applicable, their respective directors, officers, employees, agents and assigns (individually and collectively, the “Ascentage Indemnitee(s)”) from and against all Losses incurred in connection with any Claims against such Ascentage Indemnitee to the extent arising from (a) Takeda’s actions or omissions with respect to interactions with Regulatory Authorities, if any, with respect to any Compound or Products during the Term, (b) the negligence or willful misconduct of Takeda or its Affiliates, (c) Takeda’s breach of any of its representations or warranties made in or pursuant to this Agreement or any covenants or obligations set forth in this Agreement, or (d) the failure of Takeda or its Affiliates to abide by any Applicable Laws; except, in each case, to the extent such Losses are attributable to Losses for which Ascentage is obligated to indemnify any Takeda Indemnitees under Section 11.1.
Indemnification by Takeda. Takeda shall indemnify and defend NPS and its Affiliates and their respective officers, directors, employees, agents, successors and assigns (the “NPS Indemnitees”) against, and shall hold them harmless from, any and all Losses incurred by any NPS Indemnitee, in each case resulting from, arising out of, or otherwise with respect to:
(a) any breach of any representation, warranty, covenant or agreement of Takeda contained in this Agreement;
(b) any Retained Liability;
(c) the violation of any bulk sales statutes in connection with the transactions contemplated by this Agreement;
(d) the gross negligence or willful misconduct of Takeda or its Affiliates in the performance of the Transition Services;
(e) the failure of NPS to withhold any taxes with respect to the issuance of the Shares or payment of the Milestone Payment in immediately available funds to Takeda hereunder.
Indemnification by Takeda. Takeda will indemnify, defend and hold BioNumerik and its Affiliates, agents, employees, officers and directors (the "BioNumerik Indemnitees") harmless from and against any and all liability, damage, loss, cost or expense (including reasonable attorneys' fees) arising out of or relating to claims or suits by third parties arising from: (i) Takeda's failure to perform its obligations under this Agreement or Takeda's negligence or willful misconduct; or (ii) breach by Takeda of its representations and warranties under this Agreement; provided, however, that Takeda's obligations pursuant to this Section 16.3 will not apply to the extent such claims or suits result from the negligence or willful misconduct of any of the BioNumerik Indemnitees.
Indemnification by Takeda. TAKEDA shall indemnify, hold harmless and defend TOBIRA and its Affiliate(s), Sublicensee(s) and distributors, and their directors, officers, employees and agents from and against any and all claims (including product liability claims), losses, expenses, and costs of defence (including attorneys’ fees, witness fees, damages, judgments, fines and amounts paid in settlement) (collectively, “Losses”) resulting from any claim or claims by a Third Party to the extent that such claim or claims arising out of:
(a) a breach of TAKEDA’s warranties under Article 10.A or Article 10.B or through its wilful misconduct or negligence, or
(b) the non-clinical and clinical testing and other development of the Compounds or the Products conducted by or on behalf of TAKEDA prior to the Effective Date. in each case except to the extent such Losses arise out of the events described in Article 11.B(a), (b), or (c).
Indemnification by Takeda. Takeda hereby agrees to defend, indemnify and hold harmless Company and its Affiliates and each of their respective directors, officers, employees, agents and representatives (each, an “Company Indemnitee”) from and against any and all Losses to which any Company Indemnitee may become subject as a result of any Claim to the extent such Losses arise directly or indirectly out of: (i) the breach by Takeda of any warranty, representation, covenant or agreement made by Takeda in this Agreement; or (ii) the negligence, gross negligence or willful misconduct of Takeda or its Affiliate or its licensee (other than Company or its Affiliate), or any officer, director, employee, agent or representative thereof with respect to the Bulk Drug Product supplied to Company pursuant to this Agreement; except, with respect to each of subsections (i) through (ii) above, to the extent such Losses arise directly or indirectly from the negligence, gross negligence or willful misconduct of any Company Indemnitee or the breach by Company of any warranty, representation, covenant or agreement made by Company in this Agreement, or are subject to Company’s indemnification obligations pursuant to Section 15(A).
Indemnification by Takeda. Takeda shall defend, indemnify, and hold ITI and its Affiliates and their respective officers, directors, employees, and agents (the “ITI Indemnitees”) harmless from and against any and all Claims to the extent that such Claims arise out of, are based on, or result from (a) the Development or Commercialization of Compounds or Products by or on behalf of Takeda or its Affiliates or its or their sublicensees, including Claims based upon product liability, except to the extent arising out of, based on or resulting from the promotion activities for the Co-Promotion Product conducted by ITI, or (b) the breach of any of Takeda’s obligations under this Agreement, including Takeda’s representations and warranties set forth herein, or (c) the willful misconduct or negligent acts of Takeda, its Affiliates, or the officers, directors, employees, or agents of Takeda or its Affiliates. The foregoing indemnity obligation shall not apply to the extent that (i) the ITI Indemnitees fail to comply with the indemnification procedures set forth in Section 11.3 and Takeda’s defense of the relevant Claims is prejudiced by such failure, or (ii) any Claim arises from, is based on, or results from any activity set forth in Section 11.1(c) or 11.1(d) for which ITI is obligated to indemnify the Takeda Indemnitees under Section 11.1.
Indemnification by Takeda. Takeda hereby agrees to defend, indemnify and hold harmless Novavax and its Affiliates, and each of their respective directors, officers, employees, agents and representatives (each, an “Novavax Indemnitee”) from and against any and all claims, suits, actions, demands, liabilities, expenses and/or losses, including reasonable legal expenses and attorneys’ fees (collectively, the “Losses”), to which any Novavax Indemnitee may become subject as a result of any claim, demand, action or other proceeding by any Third Party (each, a “Claim”) to the extent such Losses arise directly or indirectly out of: [***].
Indemnification by Takeda. Takeda will indemnify, defend and hold MTI, its employees and agents harmless against any and all actions, suits, claims, demands, prosecutions, liabilities, costs and expenses (including reasonable attorneys’ fees) based on or arising out of any third party claim (“Claims”) based on or arising out of the conduct of Takeda’s activities under (a) the Project or (b) breach of this Agreement, except to the extent that any Claims are determined by a court of last resort to be attributable to the negligence or willful misconduct of MTI, its employees or agents. This indemnification is contingent on (i) MTI providing Takeda with prompt written notice of any the Claim, (ii) Takeda, at its sole expense, controlling the defense of the Claim, including, without limitation, settlement of the Claim, and (iii) MTI performing, at Takeda’s sole expense, all acts that are reasonably necessary for the defense or settlement by Takeda of the Claim.
Indemnification by Takeda. Takeda shall indemnify, defend and hold -------------------------- Interneuron and its officers, directors, shareholders, agents and employees harmless against any and all claims, liability, damage, loss, cost or expense (including reasonable attorney's fees) (collectively, "Losses") -------- arising or resulting from any third party claim made or suit brought against Interneuron or such persons to the extent any such Losses arise out of (i) any breach by Takeda of any of its representation, warranty or covenant in this Agreement and/or in any of the Ancillary Agreements, (ii) Takeda's negligence or willful misconduct; or (iii) the development, manufacture, use, marketing, packaging, handling storage or other disposition of the Compound or Product by Takeda, or its Affiliates, or its sublicensees, provided, however, that Takeda shall not be required to indemnify any indemnified party referred to in this paragraph to the extent it is determined that the Losses resulted from the negligence or willful misconduct of such indemnified party.