Althea Uses in Althea Indemnification Clause

Althea Indemnification from Clinical Supply Agreement

This MASTER PRODUCT DEVELOPMENT AND CLINICAL SUPPLY AGREEMENT (the Agreement) is entered into as of the 21st day of March, 2011 (Effective Date) by and between ALDER BIOPHARMACEUTICALS, INC., a corporation organized and existing under the laws of Delaware, with its principal offices located at 11804 North Creek Parkway South, Bothell, WA 98011 (Client), and ALTHEA TECHNOLOGIES, INC., a Delaware corporation, with a place of business located at 11040 Roselle Street, San Diego, CA 92121 (Althea).

Althea Indemnification. Subject to and except to the extent of any indemnification from Client pursuant to Section 13.1 above, Althea hereby agrees to defend, indemnify and hold harmless Client and its Affiliates and their respective directors, officers, employees, subcontractors and agents (each, a Client Indemnitee) from and against any and all Claims against a Client Indemnitee and Losses with respect thereto, to the extent arising or resulting from the negligence or willful misconduct of any of the Althea Indemnitees (person) values">Althea Indemnitees, or from the Altheas material breach of this Agreement, any PWA, or the Quality Agreement.

Althea Indemnification from Clinical Supply Agreement

This CLINICAL SUPPLY AGREEMENT (the Agreement) is entered into as of the 28th day of March, 2012 (Effective Date) by and between REGADO BIOSCIENCES INC., a Delaware corporation, with a place of business located at 318 Blackwell Street, Suite 130, Durham, NC 27701 (Client), and ALTHEA TECHNOLOGIES, INC., a Delaware corporation, with a place of business located at 11040 Roselle Street, San Diego, CA 92121 (Althea). Althea and Client each hereinafter referred to also as a Party and collectively as the Parties.

Althea Indemnification. Althea hereby agrees to save, defend, indemnify and hold harmless Client and its Affiliates and any of their respective directors, officers, employees, subcontractors and agents (each, a Client Indemnitee) from and against any and all Losses to which any Client Indemnitee may become subject as a result of any Claim against a Client Indemnitee arising or resulting, directly or indirectly, from (i) Altheas negligence or willful misconduct or (ii) Altheas material breach of any representation, warranty, obligation or covenants under this Agreement, except to the extent any such Loss or Claim arises in whole or in part from any of the matters (a) through (c) indemnified by Client above.

Althea Indemnification from Clinical Supply Agreement

This CLINICAL SUPPLY AGREEMENT (the Agreement) is entered into as of the 28th day of March, 2012 (Effective Date) by and between REGADO BIOSCIENCES INC., a Delaware corporation, with a place of business located at 318 Blackwell Street, Suite 130, Durham, NC 27701 (Client), and ALTHEA TECHNOLOGIES, INC., a Delaware corporation, with a place of business located at 11040 Roselle Street, San Diego, CA 92121 (Althea). Althea and Client each hereinafter referred to also as a Party and collectively as the Parties.

Althea Indemnification. Althea hereby agrees to save, defend, indemnify and hold harmless Client and its Affiliates and any of their respective directors, officers, employees, subcontractors and agents (each, a Client Indemnitee) from and against any and all Losses to which any Client Indemnitee may become subject as a result of any Claim against a Client Indemnitee arising or resulting, directly or indirectly, from (i) Altheas negligence or willful misconduct or (ii) Altheas material breach of any representation, warranty, obligation or covenants under this Agreement, except to the extent any such Loss or Claim arises in whole or in part from any of the matters (a) through (c) indemnified by Client above.

Althea Indemnification from Non Exclusive License Agreement

THIS NON-EXCLUSIVE LICENSE AGREEMENT (the Agreement) is entered into as of January 8, 2007 (the Effective Date), by and between ALTHEA TECHNOLOGIES, INC., a Delaware corporation, having offices at 11040 Roselle Street, San Diego, CA 92121 (Althea), and VALENTIS, INC., a Delaware corporation, having offices at 863A Mitten Road, Burlingame, CA 94010 (Valentis).

Althea Indemnification. Althea hereby agrees to save, defend, indemnify and hold harmless Valentis and its officers, directors, employees, consultants and agents (each, an Valentis Indemnitee) from and against any and all losses, damages, liabilities, expenses and costs, including reasonable legal expense and attorneys fees (Indemnified Losses), to which any such Valentis Indemnitee may become subject as a result of any claim, demand, action or other proceeding by any Third Party to the extent such Indemnified Losses arise directly out of: (i) the material breach by Althea of any representation, warranty, covenant or agreement made by it under this Agreement; or (ii) the development, manufacture, use, handling, storage, sale or other disposition of any Product by Althea or any of its Affiliates or sublicensees