Indemnification Limitation of Liability Insurance. 14.1Indemnification by Affimed. Affimed shall defend, indemnify and hold harmless Artiva, its Affiliates, and its and their employees, directors, subcontractors and agents (collectively, the “Artiva Indemnitees”) from and against any liabilities, damages, settlements, penalties, fines, reasonable costs and expenses (including, reasonable attorneys’ fees and other expenses of litigation) (collectively, “Losses”) resulting from Third Party suits, claims, actions, allegations and demands (each, a “Third Party Claim”) against an Artiva Indemnitee to the extent that they arise or result from: (a) the negligence or willful misconduct by any Affimed Indemnitee in connection with this Agreement, (b) a breach by Affimed of any of its representations, warranties, covenants or other obligations of Affimed under this Agreement, (c) any Later Imposed Withholding (subject to Section 9.4(b)), (d) any injury to a subject in the Combination Therapy Trial to the extent attributable to the Affimed Product, (e) any injury to a customer or end-user of Combination Therapy to the extent attributable to the Affimed Product or (f) the use by Affimed, its Affiliates, contractors or licensees of Combination Therapy Clinical Data, Affimed Inventions, or Joint Technology (including Joint Patents); but excluding, in each case (of (a) through (f)), any such Losses to the extent arising or resulting from a cause or event for which Artiva is obligated to indemnify the Affimed Indemnitees pursuant to Section 14.2.
Indemnification Limitation of Liability Insurance. Indemnification and Defense.
Indemnification Limitation of Liability Insurance. 11.1General Indemnification by Otsuka. Otsuka shall indemnify, hold harmless and defend Esperion, its Sublicensees, and their respective directors, officers, employees and agents (“Esperion Indemnitees”) from and against any and all Third Party claims, suits, losses, liabilities, damages, costs, fees and expenses (including reasonable attorneys’ fees and litigation expenses) (collectively, “Losses”) arising out of or resulting from (a) the Development, Manufacture or Commercialization of the Licensed Products by Otsuka or its Sublicensees in the Otsuka Territory, (b) any breach of, or inaccuracy in, any representation or warranty made by Otsuka in this Agreement, or any breach or violation of any covenant or agreement of Otsuka in or in the performance of this Agreement or (c) the negligence or willful misconduct by or of Otsuka and its Sublicensees and subcontractors, including CMOs, and their respective directors, officers, employees and agents in the performance of Otsuka’s obligations under this Agreement. Otsuka shall have no obligation to indemnify the Esperion Indemnitees to the extent that the Losses arise out of or result from any breach of, or inaccuracy in, any representation or warranty made by Esperion in this Agreement, or any breach or violation of any covenant or agreement of Esperion in or in the performance of this Agreement, or the negligence or willful misconduct by or of any of the Esperion Indemnitees, or matters for which Esperion is obligated to indemnify Otsuka under Section 11.2 (General Indemnification by Esperion).
Indemnification Limitation of Liability Insurance. With respect to Sections 10.1 through 10.6 (inclusive) of the Master Agreement, the terms “Collaboration Products” and “Global Licensed Products” as referenced in the Master Agreement shall be deemed to include the Global AT3 Licensed Products. Notwithstanding the foregoing, with respect to any Losses (as defined in the Master Agreement) arising out of any Third Party product liability claim arising from the Development or Commercialization of a Global AT3 Licensed Product, such Losses shall be borne [***] on a global basis; provided, however that such obligations of each Party shall be subject to the exceptions set forth in Sections 10.1 and 10.2 of the Master Agreement. For purposes of this Section 12.1, “Global AT3 Licensed Products” shall be deemed to include [***].
Indemnification Limitation of Liability Insurance. (a) The Client agrees to indemnify, defend and hold harmless the Service Provider, its Affiliates and their respective officers, directors, employees, and agents (each, a “Representative”) from any and all Losses incurred by any of them relating to a Third Party Claim arising from or relating to:
Indemnification Limitation of Liability Insurance. 1.1. Indemnification by Innate. Innate will indemnify, hold harmless, and defend Takeda, its Affiliates, and their respective directors, officers, employees, and agents (“Takeda Indemnitees”) from and against any and all losses, liabilities, damages, costs, taxes (including penalties and interest) fees, and expenses (including reasonable attorneys’ fees and litigation expenses) (collectively, “Losses”) resulting from any claims, suits, proceedings or causes of action brought by a Third Party (collectively, “Claims”) against such Xxxxxx Xxxxxxxxxxx to the extent arising out of or resulting from:
Indemnification Limitation of Liability Insurance. 10.1 AVECIA shall indemnify, defend and hold harmless CUSTOMER and its Affiliates, and their respective employees, officers, directors and agents (“CUSTOMER Indemnitees”) from all losses, liabilities, damages, costs and expenses, including reasonable attorneys’ fees and costs (“Losses”) to which any CUSTOMER Indemnitee may become subject as a result of any claim, demand, action or other proceeding by a Third Party (a “Claim”) to the extent arising from (i) any breach of the covenants, representations, warranties or other agreements of AVECIA hereunder, (ii) the negligence or willful misconduct of any AVECIA Indemnitee (defined below), or (iii) [*]; in each case other than to the extent arising from (a) any breach of the covenants, representations, warranties or other agreements of CUSTOMER hereunder or (b) the negligence or willful misconduct of any CUSTOMER Indemnitee.
Indemnification Limitation of Liability Insurance. 11.1. Manufacturer shall indemnify and hold RareGen and its Affiliates harmless from any losses, damages, liabilities, costs, fees or expenses (including reasonable attorneys' fees) incurred by RareGen in connection with any (i) misrepresentation or breach by Manufacturer of any warranty, covenant or agreement made or contained in this Agreement, and (ii) claim or action instituted or threatened against RareGen based upon any Manufacturer Development Work involving any claim for infringement of any patent, trademark, copyright or other proprietary or intellectual property right.
Indemnification Limitation of Liability Insurance. 12.1. Indemnification by Takeda. Takeda will indemnify, hold harmless, and defend Neurocrine, its Affiliates, and their respective directors, officers, employees, and agents (“Neurocrine Indemnitees”) from and against any and all losses, liabilities, damages, costs, taxes (including penalties and interest) fees, and expenses (including reasonable attorneys’ fees and litigation expenses) (collectively, “Losses”) resulting from any claims, suits, proceedings or causes of action brought by a Third Party (collectively, “Claims”) against such Neurocrine Indemnitees to the extent arising out of or resulting from:
Indemnification Limitation of Liability Insurance. 13.1. Indemnification by Arrowhead. Arrowhead will indemnify, hold harmless, and defend Takeda, its Affiliates, and their respective directors, officers, employees, and agents (“Takeda [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. Indemnitees”) from and against any and all losses, liabilities, damages, costs, taxes (including penalties and interest) fees, and expenses (including reasonable attorneys’ fees and litigation expenses) (collectively, “Losses”) resulting from any claims, suits, proceedings or causes of action brought by a Third Party (collectively, “Claims”) against such Takeda Indemnitees to the extent arising out of or resulting from:
