Common use of Indemnification by Takeda Clause in Contracts

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).