Common use of Licensee Indemnity Clause in Contracts

Licensee Indemnity. Licensee shall indemnify and hold S&W and its parent company, and their respective directors, officers, employees and agents (altogether the “S&W Parties”) harmless from and against any and all claims arising out of or relating to: (a) any inaccuracy or breach of Licensee’s representations, warranties, covenants or other obligations hereunder (including those set forth in Sections 12.2, 12.3, 12.4, and 12.5); (b) the design, development, manufacture, sourcing, marketing, advertising, promotion, merchandising, shipment, importing, exporting, distribution, sale or use of any Licensed Products or Promotional Materials (including any (i) product liability claims, (ii) claims of personal injury, death or property damage, (iii) claims made under any guaranties made or warranties given (in each case, whether express or implied) with respect to such Licensed Products, (iv) any claims of infringement or misappropriation of Intellectual Property of a third party except any claim arising out of the use of the Licensed Trademark or S&W’s Intellectual Property, or (v) any similar or other claim based on strict liability, negligence or warranty (whether express or implied)); or (c) any use of the Licensed Trademarks by Licensee in a manner not authorized by this License Agreement, provided however Licensee shall not have any indemnification obligations hereunder to the extent arising out of S&W’s breach of this agreement, gross negligence or intentional misconduct. Any settlement of any claim as a result of Licensee’s indemnification obligations hereunder shall first require the consent of S&W, and must release S&W from all liability for any and all claims arising out of or relating to the matter that were or could have been asserted by the claimant/plaintiff.

Licensee Indemnity. Licensee shall indemnify hereby agrees to indemnify, defend and hold S&W Aerpio and its parent companyAffiliates, and their respective employees, directors, officersagents and consultants, employees and agents their respective successors, heirs and assigns and representatives (altogether the “S&W PartiesAerpio Indemnitees”) harmless from and against any and all claims arising out of or relating to: (a) any inaccuracy or breach of Licensee’s representationsclaims, warrantiesliability, covenants or other obligations hereunder threatened claims, damages, expenses (including those set forth in Sections 12.2reasonable attorneys’ fees), 12.3suits, 12.4proceedings, and 12.5losses or judgments, whether for money or equitable relief, of any kind, including but not limited to death, personal injury, illness, product liability or property damage or the failure to comply with applicable Law (collectively, “Losses”); , arising from any Third Party claim due to (bi) the designresearch, development, manufacture, sourcing, marketingcommercialization (including promotion, advertising, promotion, merchandising, shipment, importing, exporting, distributionoffering for sale, sale or other disposition), transfer, importation or exportation, manufacture, labeling, handling or storage, or use of of, or exposure to, the Licensed Compound or any Licensed Products by or Promotional Materials (including for Licensee or any (i) product liability claimsof its Affiliates, Sublicensees, subcontractors, agents and consultants; or (ii) claims Licensee’s (or its Affiliates’ and Sublicensees’) use or practice of personal injury, death Aerpio Patent Rights and Aerpio Know-How; or property damage, (iii) claims made under any guaranties made material breach of any obligation, representation or warranties given warranty of Licensee hereunder; or (iv) Licensee’s (or its Affiliates’ and Sublicensees’) gross negligence, recklessness or willful misconduct, except, in each case, whether express or impliedto the extent that such Losses arise from (A) with respect to such Licensed Products, (iv) any claims of infringement or misappropriation of Intellectual Property patent or other intellectual property rights or know-how by any Aerpio Indemnitees, (B) the gross negligence, recklessness or willful misconduct of a third party except any claim arising out of the use of the Licensed Trademark or S&W’s Intellectual PropertyAerpio Indemnitees, or (vC) any similar or other claim based on strict liabilitymaterial breach of any obligation, negligence representation or warranty (whether express or implied)); or (c) any use of the Licensed Trademarks by Licensee in a manner not authorized by this License Agreement, provided however Licensee shall not have any indemnification obligations hereunder to the extent arising out of S&W’s breach of this agreement, gross negligence or intentional misconduct. Any settlement of any claim as a result of Licensee’s indemnification obligations hereunder shall first require the consent of S&W, and must release S&W from all liability for any and all claims arising out of or relating to the matter that were or could have been asserted by the claimant/plaintiffAerpio hereunder.

Licensee Indemnity. Licensee shall indemnify indemnify, hold harmless and hold S&W defend Gilead, and its parent companysubsidiaries, and their respective licensors, directors, officers, employees and agents (altogether together, the “S&W PartiesGilead Indemnitees”) harmless ), from and against any and all claims losses, damages, expenses, cost of defense (including, without limitation, attorneys’ fees, witness fees, damages, judgments, fines and amounts paid in settlement) and any amounts a Gilead Indemnitee becomes legally obligated to pay because of any claim against it (i) arising out of any breach by Licensee of the terms and conditions of this Agreement, or relating to: (a) any inaccuracy or breach of Licensee’s representations, warranties, covenants or other obligations hereunder (including those set forth in Sections 12.2, 12.3, 12.4, and 12.5); (b) the design, development, manufacture, sourcing, marketing, advertising, promotion, merchandising, shipment, importing, exporting, distribution, sale or use of any Licensed Products or Promotional Materials (including any (i) product liability claims, (ii) claims of for any product liability, liability for death, illness, personal injuryinjury or improper business practice, death or property damage, (iii) claims made any other statutory liability or any other liability under any guaranties made law or warranties given regulation, to the extent that such claim or claims are due to reasons caused by or on behalf of Licensee related to API or Product (including, without limitation, its manufacture, use or sale of API or Product). The [*] = 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. indemnification obligations of Licensee stated in each casethis Section 8.1 shall apply only in the event that Gilead provides Licensee with prompt written notice of such claims, whether express grants Licensee the right to control the defense or implied) negotiation of settlement (using counsel reasonably approved by Gilead), and makes available all reasonable assistance in defending the claims. Licensee shall not agree to any final settlement or compromise with respect to any such Licensed Products, (iv) any claims of infringement or misappropriation of Intellectual Property of a third party except any claim arising out of the use of the Licensed Trademark or S&Wthat adversely affects Gilead without obtaining Gilead’s Intellectual Property, or (v) any similar or other claim based on strict liability, negligence or warranty (whether express or implied)); or (c) any use of the Licensed Trademarks by Licensee in a manner not authorized by this License Agreement, provided however Licensee shall not have any indemnification obligations hereunder to the extent arising out of S&W’s breach of this agreement, gross negligence or intentional misconduct. Any settlement of any claim as a result of Licensee’s indemnification obligations hereunder shall first require the consent of S&W, and must release S&W from all liability for any and all claims arising out of or relating to the matter that were or could have been asserted by the claimant/plaintiffconsent.

Licensee Indemnity. Licensee shall indemnify indemnify, defend and hold S&W harmless Licensor and its parent companyAffiliates, and their respective officers, directors, employees, agents, licensors, and their respective successors, heirs and assigns and representatives, from and against any and all damages, liabilities, losses, costs and expenses (including reasonable legal expenses, costs of litigation and reasonable attorney’s fees) arising in connection with any claims, suits, proceedings, whether for money damages or equitable relief, of any kind brought by any Third Party (collectively “Losses and Claims”) and arising out of or relating to (a) a breach of this Agreement by Licensee or any of its Affiliates, Sub-Licensees, agents and contractors, (b) the research, Development, Commercialization (including promotion, advertising, offering for sale, sale or other disposition), transfer, importation or exportation, manufacture, labeling, handling or storage, or use of, or exposure to, any Licensed Compound or any Licensed Product by or for, or failure to comply with applicable Law by, Licensee or any of its Affiliates, Distributors, SubLicensees, agents and contractors, including claims and threatened claims based on product liability, bodily injury, risk of bodily injury, death or property damage, infringement or misappropriation of Third Party patents, copyrights, trademarks or other intellectual property rights, or the failure to comply with applicable Law related to the matters referred to in this subsection (a) with respect to any Licensed Compound or any Licensed Product, (c) the prosecution, maintenance, enforcement and defense of the Licensed Property, Licensed Patents by Licensee, its Affiliates, SubLicensees, representatives and agents; and/or (d) the gross negligence, recklessness or willful misconduct of Licensee or its Affiliates or its or their respective directors, officers, employees and agents (altogether agents, in connection with Licensee’s performance of its obligations or exercise of its rights under this Agreement; except in any such case for Losses and Claims to the “S&W Parties”) harmless from and against extent reasonably attributable to any and all claims arising out of or relating to: (a) any inaccuracy or breach of Licensee’s representations, warranties, covenants or other obligations hereunder this Agreement by Licensee (including those its representations and warranties set forth in Sections 12.2, 12.3, 12.4, Section 4.1 and 12.5Article 9); (b) the design, development, manufacture, sourcing, marketing, advertising, promotion, merchandising, shipment, importing, exporting, distribution, sale or use of any Licensed Products or Promotional Materials (including any (i) product liability claims, (ii) claims of personal injury, death or property damage, (iii) claims made under any guaranties made or warranties given (in each case, whether express or implied) with respect to such Licensed Products, (iv) any claims of infringement or misappropriation of Intellectual Property of a third party except any claim arising out of the use of the Licensed Trademark or S&W’s Intellectual Property, or (v) any similar Licensee having committed an act or other claim based on strict liabilityacts of gross negligence, negligence recklessness or warranty (whether express willful misconduct, or implied)); or (c) any use of the Licensed Trademarks by Licensee in a manner not authorized by this License Agreement, provided however Licensee shall not have any indemnification obligations hereunder to the extent arising out of S&W’s breach of this agreement, gross negligence or intentional misconduct. Any settlement of any claim as a result of Licensee’s Licensor has an indemnification obligations hereunder shall first require the consent of S&W, and must release S&W from all liability for any and all claims arising out of or relating obligation to the matter that were or could have been asserted by the claimant/plaintiffLicensee pursuant to Section 12.2.