Common use of Indemnification by Takeda Clause in Contracts

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.