Common use of Indemnification by Takeda Clause in Contracts

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, defend and hold harmless AscentageKeros, its Affiliates and, as applicable, their respective directors, officers, employees, licensees, agents and assigns (individually and collectivelyeach, the a “Ascentage Indemnitee(s)Keros Indemnitee”) from and against any and all Losses incurred in connection with any Claims against such Ascentage Keros Indemnitee to the extent arising from (a) Takeda’s actions the Development, Manufacture, Commercialization or omissions with respect to interactions with Regulatory Authorities, if any, with respect to any other Exploitation of the Licensed Compound or Products during any Licensed Product by or on behalf of Takeda or any of its Affiliates or its or their Sublicensees, including product liability Claims, in the TermTerritory, (b) the negligence or willful misconduct by or on behalf of Takeda or its Affiliates, (c) Takeda’s breach of any of its representations or warranties made Indemnitees in or pursuant to this Agreement or any covenants or obligations set forth in connection with the activities contemplated by this Agreement, or (dc) the failure breach by or on behalf of Takeda of any warranty, representation or its Affiliates to abide by any Applicable Lawscovenant of Takeda in this Agreement; except, in each case, to the extent such Losses are attributable to Losses for which Ascentage ▇▇▇▇▇ is obligated to indemnify any Takeda Indemnitees Indemnitee under Section 11.110.1.