Zeneca. Subject to the other provisions of this Agreement, ------ including but not limited to the provisions of Section 2.6, Zeneca shall retain all rights under its interest in the Zeneca Proprietary Technology, and in the Zeneca Materials and Zeneca Improvements, and to any intellectual property and/or tangible materials developed by it or on its behalf after the Research Term or outside the scope of this Agreement. Except as expressly provided by this Agreement, it is understood and agreed that nothing in this Agreement grants (or shall be construed to grant) to Maxygen any licenses to intellectual property or materials developed by or on behalf of Zeneca or Third Parties outside of the Research Program.
Zeneca. Zeneca shall be responsible for any threatened or ------ actual claims of infringement of Third Party patents or other Third Party intellectual property right arising out of or in connection with the manufacture, use, sale or importation of a Zeneca Product, except to the extent such claims are directed to the use of Shuffling per se in the Research Program. ------ Upon receiving notice of any such actual or threatened claims, the Parties shall promptly meet to discuss the course of action to be taken to resolve or defend any such infringement litigation. If Maxygen is named as a party to such claim, suit or proceeding but Zeneca is not named as a party, Zeneca may, at its own expense and through counsel of its own choice, seek leave to intervene in such claim, suit or proceeding. Maxygen agrees not to oppose such intervention. If Zeneca, and not Maxygen, is named as a party to such claim, suit or proceeding, Zeneca shall have the right to control the defense and settlement of such claim, suit or proceeding, at its own expense, using counsel of its own choice. If Maxygen shall, at any time, tender its defense to Zeneca in writing, then Zeneca shall defend Maxygen in such claim, suit or proceeding, at Zeneca's own expense and through counsel of its own choice, and Zeneca shall control the defense and settlement of any such claim, suit or proceeding. In no event shall Zeneca enter into any agreement which makes any admission regarding (i) wrongdoing on the part Maxygen, or (ii) the invalidity, unenforceability or absence of infringement of any Patent Rights owned or Controlled by Maxygen or any patent jointly owned by Maxygen and Zeneca, without the prior written consent of Maxygen, which consent shall not be unreasonably withheld. The Parties shall cooperate with each other in connection with any such claim, suit or proceeding and shall keep each other reasonably informed of all material developments in connection with any such claim, suit or proceeding.
Zeneca. Zeneca agrees to indemnify, defend and hold harmless ------ Maxygen and its Affiliates and Sublicensees and their respective employees, agents, officers, directors and permitted assigns (each a "Maxygen Indemnitee") from and against any claims, actions or suits by a Third Party resulting in any liabilities, damages, settlements, claims, penalties, fines, and reasonable costs or reasonable expenses incurred (including, without limitation, reasonable attorneys' fees and other expenses of litigation, and consequential and/or indirect damages, if any, of Third Parties awarded by the court in a final decision which is not appealed or is unappealable) (any of the foregoing, a "Claim") arising out of or resulting from (i) the use of any Zeneca Gene or the use or making of any Gene Variants and/or Shuffled Genes derived therefrom in the conduct of the Research Program (except to the extent subject to Section 10.2(i) or (v) below), (ii) negligence or willful misconduct by Zeneca in the Research Program, (iii) a breach of any of the representations or warranties of Zeneca hereunder, or (iv) the development or manufacture, use, promotion, marketing, sale or other distribution of any Zeneca Product by Zeneca or its Affiliates or Sublicensees, except, in each case, to the extent that such Claim arises out of or results from the negligence or misconduct of a Maxygen Indemnitee;[*******].
Zeneca. Zeneca agrees to indemnify, defend and hold harmless ------ Maxygen and its Affiliates and Sublicensees and their respective employees, agents, officers, directors and permitted assigns (each a "Maxygen Indemnitee") from and against any claims, actions or suits by a Third Party resulting in any liabilities, damages, settlements, claims, penalties, fines, and reasonable costs or reasonable expenses incurred (including, without limitation, reasonable attorneys' fees and other expenses of litigation, and consequential and/or indirect damages, if any, of Third Parties awarded by the court in a final decision which is not appealed or is unappealable) (any of the foregoing, a "Claim") arising out of or resulting from (i) the use of any Zeneca Gene or the use or making of any Gene Variants and/or Shuffled Genes derived therefrom in the conduct of the Research Program (except to the extent subject to Section 10.2(i) or (v) below), (ii) negligence or willful misconduct by Zeneca in the Research Program, (iii) a breach of any of the representations or warranties of Zeneca hereunder, or (iv) the development or manufacture, use, promotion, marketing, sale or other distribution of any Zeneca Product by Zeneca or its Affiliates or Sublicensees, except, in each case, to the extent that such Claim arises out of or results from the negligence or misconduct of a Maxygen Indemnitee; provided, however, that notwithstanding the foregoing, with respect to Claims specifically arising out of or relating solely from matters in (i) above, Zeneca shall only be obligated to indemnify Maxygen Indemnitees against actual damages, if any, awarded to a Third Party or actual settlement amounts, as applicable.
