Common use of Indemnification of Licensor Clause in Contracts

Indemnification of Licensor. LICENSEE shall indemnify and defend LICENSOR and its Affiliates and the directors, officers, employees, agents and counsel of LICENSOR and such Affiliates and the successors and assigns of any of the foregoing (the “LICENSOR Indemnitees”), and hold the LICENSOR Indemnitees harmless from and against any and all Losses resulting from any claim, suit or proceeding brought by a third party against a LICENSOR Indemnitee, arising from or occurring as a result of any breach of a representation or warranty by LICENSEE or of a material obligation of LICENSEE under this Agreement; the use, handling, storage, disposal or experimentation with Licensed Product by LICENSEE; the negligence or willful misconduct of LICENSEE in connection with the performance of its obligations under this Agreement; or the manufacture, import, use, offer for sale or sale of Licensed Product, except to the extent caused by the negligence or willful misconduct of LICENSOR. ___________________ ***** VISTAGEN THERAPEUTICS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY [*****], BE AFFORDED CONFIDENTIAL TREATMENT. VISTAGEN THERAPEUTICS, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION.

Indemnification of Licensor. LICENSEE Licensee shall indemnify and defend LICENSOR and Licensor, its Affiliates - 57 - and the their respective directors, officers, employees, agents employees and counsel of LICENSOR and such Affiliates and the successors and assigns of any of the foregoing (the “LICENSOR Indemnitees”)agents, and hold the LICENSOR Indemnitees harmless defend and save each of them harmless, from and against any and all Losses resulting from losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees and expenses) (collectively, "LOSSES") in connection with any claimand all suits, suit investigations, claims or proceeding brought by a third party against a LICENSOR Indemniteedemands of Third Parties (collectively, "THIRD PARTY CLAIMS") arising from or occurring as a result of: (a) the breach by Licensee of any breach term of a representation this Agreement or warranty by LICENSEE or of a material obligation of LICENSEE under this the Trademark License Agreement; (b) the use, handling, storage, disposal or experimentation with Licensed Product by LICENSEE; the gross negligence or willful misconduct on the part of LICENSEE Licensee in connection with the performance of performing its obligations under this Agreement; Agreement or the manufactureTrademark License Agreement and (c) any claim for death, importbodily injury or property damage arising from the Exploitation of any Licensed Product in the Field in the Territory by or on behalf of Licensee (and, usefor clarity, offer for sale not by or sale on behalf of Licensed ProductLicensor, including by its contract manufacturers), except in each case for those Losses which Licensor has an obligation to indemnify Licensee pursuant to Section 13.2 or any Co-Promotion Agreement, as to which Losses each Party shall indemnify the other to the extent caused by of their respective liability; PROVIDED, HOWEVER, that Licensee shall not be obligated to indemnify Licensor for any Losses to the extent that such Losses arise as a result of gross negligence or willful misconduct on the part of LICENSOR. ___________________ ***** VISTAGEN THERAPEUTICS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY [*****], BE AFFORDED CONFIDENTIAL TREATMENT. VISTAGEN THERAPEUTICS, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSIONLicensor or any of its Affiliates.

Indemnification of Licensor. LICENSEE Licensee shall indemnify and defend LICENSOR and Licensor, its Affiliates and the their respective directors, officers, employees, agents licensors and counsel of LICENSOR and such Affiliates and the successors and assigns of any of the foregoing (the “LICENSOR Indemnitees”)agents, and hold the LICENSOR Indemnitees harmless defend and save each of them harmless, from and against any and all Losses resulting from losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) in connection with any claimand all suits, suit investigations, claims or proceeding brought by a third party against a LICENSOR Indemniteedemands of Third Parties (collectively, “Third Party Claims”) arising from or occurring as a result of: (a) the breach by Licensee or its Affiliates, Sublicensees or Distributors of any breach term of a representation this Agreement or warranty the misappropriation by LICENSEE Licensee or its Affiliates, Sublicensees or Distributors of a material obligation trade secrets or other know how of LICENSEE under this Agreementany Third Party; the use, handling, storage, disposal or experimentation with Licensed Product by LICENSEE; (b) the negligence or willful misconduct on the part of LICENSEE Licensee or its Affiliates or any Sublicensees or Distributors in connection with the performance of its performing their obligations under this Agreement; or (c) subject to Section 13.3 and Section 13.4, the manufactureDevelopment, import, use, offer for Commercialization and sale by Licensee or sale its Affiliates or any Sublicensees or Distributors of the Licensed ProductProducts in the Licensee Territory, except for those Losses which Licensor has an obligation to indemnify Licensee pursuant to Section 13.2 hereof, as to which Losses each Party shall indemnify the other to the extent caused by of their respective liability; provided, however, that Licensee shall not be obligated to indemnify Licensor for any Losses to the extent that such Losses arise as a result of gross negligence or willful misconduct on the part of LICENSOR. ___________________ ***** VISTAGEN THERAPEUTICS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY [*****], BE AFFORDED CONFIDENTIAL TREATMENT. VISTAGEN THERAPEUTICS, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSIONLicensor or any of its Affiliates.

Indemnification of Licensor. LICENSEE shall indemnify and defend LICENSOR and its Affiliates and the directors, officers, employees, agents and counsel of LICENSOR and such Affiliates and the successors and assigns of any of the foregoing (the “LICENSOR Indemnitees”), and hold the LICENSOR Indemnitees harmless from and against any and all Losses resulting from any claim, suit or proceeding brought by a third party against a LICENSOR Indemnitee, arising from or occurring as a result of any breach of a representation or ___________________ ***** VISTAGEN THERAPEUTICS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY [*****], BE AFFORDED CONFIDENTIAL TREATMENT. VISTAGEN THERAPEUTICS, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION. warranty by LICENSEE or of a material obligation of LICENSEE under this Agreement; the use, handling, storage, disposal or experimentation with Licensed Product by LICENSEE; the negligence or willful misconduct of LICENSEE in connection with the performance of its obligations under this Agreement; or the manufacture, import, use, offer for sale or sale of Licensed Product, except to the extent caused by the negligence or willful misconduct of LICENSOR. ___________________ ***** VISTAGEN THERAPEUTICS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY [*****], BE AFFORDED CONFIDENTIAL TREATMENT. VISTAGEN THERAPEUTICS, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION.

Indemnification of Licensor. LICENSEE Licensee shall indemnify and defend LICENSOR and Licensor, its Affiliates and the their respective directors, officers, employees, agents licensors and counsel of LICENSOR and such Affiliates and the successors and assigns of any of the foregoing (the “LICENSOR Indemnitees”)agents, and hold the LICENSOR Indemnitees harmless defend and save each of them harmless, from and against any and all Losses resulting from losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) in connection with any claimand all suits, suit investigations, claims or proceeding brought by a third party against a LICENSOR Indemniteedemands of Third Parties (collectively, “Third Party Claims”) arising from or occurring as a result of: (a) the breach by Licensee or its Affiliates, Sublicensees or Distributors of any breach term of a representation this Agreement or warranty the misappropriation by LICENSEE Licensee or its Affiliates, Sublicensees or Distributors of a material obligation trade secrets or other know how of LICENSEE under this Agreementany Third Party; the use, handling, storage, disposal or experimentation with Licensed Product by LICENSEE; (b) the negligence or willful misconduct on the part of LICENSEE Licensee or its Affiliates or any Sublicensees or Distributors in connection with the performance of its performing their obligations under this Agreement; or (c) subject to Section 13.3 and Section 13.4, the manufactureDevelopment, import, use, offer for Commercialization and sale by Licensee or sale its Affiliates or any Sublicensees or Distributors of the Licensed ProductProducts in the Licensee Territory, except for those Losses which Licensor has an obligation to indemnify Licensee pursuant to Section 13.2 hereof, as to which Losses each Party shall indemnify the other to the extent caused by of their respective liability; provided, however, that Licensee shall not be obligated to indemnify Licensor for any Losses to the extent that such Losses arise as a result of gross negligence or willful misconduct on the part of LICENSORLicensor or any of its Affiliates. ___________________ ***** VISTAGEN THERAPEUTICS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY [*****], BE AFFORDED CONFIDENTIAL TREATMENT. VISTAGEN THERAPEUTICS, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION.13.2