Common use of By Licensee Clause in Contracts

By Licensee. Except with respect to Indemnified Claims as defined in the foregoing Section, Licensee shall defend, indemnify and hold harmless Licensor and its respective parents, subsidiaries, and otherwise related entities, agents, servants, current and former officers, directors and employees, shareholders, attorneys, successors and assigns, against all claims, liabilities, damages, losses, costs, settlement amounts and expenses (including expenses of litigation and/or attorneys’ fees) arising out of or in connection with any claims, legal proceedings or actions instituted or asserted against Licensee or Licensor arising in whole or in part from any activities of Licensee relating to the Licensed Marks or the Medical Products, including but not limited to: (i) alleged defects or deficiencies in the Medical Products offered by Licensee; (ii) Licensee’s agreements, policies, promises, or activities relating to the provision or advertising of the Medical Products; (iii) alleged violations of any applicable law or regulation relating to the Medical Products offered by Licensee; (iv) alleged acts of piracy, plagiarism, infringement, fraud, larceny/theft, libel or invasion of privacy; and/or (v) any allegations by third parties asserting claims of fraud, negligence, or gross negligence relating to the provision of the Medical Products. Licensor shall promptly notify Licensee in writing of any such claims asserted against Licensor.

By Licensee. Except with respect to Indemnified Claims as defined in the foregoing Section, Licensee shall defend, indemnify and hold harmless Licensor and its respective parents, subsidiaries, and otherwise related entities, agents, servants, current and former officers, directors and employees, shareholders, attorneys, successors and assigns, against all claims, liabilities, damages, losses, costs, settlement amounts and expenses (including expenses of litigation and/or attorneys’ fees) arising out of or in connection with any claims, legal proceedings or actions instituted or asserted against Licensee or Licensor arising in whole or in part from any activities of Licensee relating to the Licensed Marks or the Medical Professional Products, including but not limited to: (i) alleged defects or deficiencies in the Medical Professional Products offered by Licensee; (ii) Licensee’s agreements, policies, promises, or activities relating to the provision or advertising of the Medical Professional Products; (iii) alleged violations of any applicable law or regulation relating to the Medical Professional Products offered by Licensee; (iv) alleged acts of piracy, plagiarism, infringement, fraud, larceny/theft, libel or invasion of privacy; and/or (v) any allegations by third parties asserting claims of fraud, negligence, or gross negligence relating to the provision of the Medical Professional Products. Licensor shall promptly notify Licensee in writing of any such claims asserted against Licensor.

By Licensee. Except with respect to Indemnified Claims as defined in the foregoing Section, Licensee shall defend, indemnify and hold harmless Licensor and its respective parents, subsidiaries, and otherwise related entities, agents, servants, current and former officers, directors and employees, shareholders, attorneys, successors and assigns, against all claims, liabilities, damages, losses, costs, settlement amounts and expenses (including expenses of litigation and/or attorneys’ fees) arising out of or in connection with any claims, legal proceedings or actions instituted or asserted against Licensee or Licensor arising in whole or in part from any activities of Licensee relating to the Licensed Marks or the Medical Licensed Products, including but not limited to: (i) alleged defects or deficiencies in the Medical Licensed Products offered by Licensee; (ii) Licensee’s agreements, policies, promises, or activities relating to the provision or advertising of the Medical Licensed Products; (iii) alleged violations of any applicable law or regulation relating to the Medical Licensed Products offered by Licensee; (iv) alleged acts of piracy, plagiarism, infringement, fraud, larceny/theft, libel or invasion of privacy; and/or (v) any allegations by third parties asserting claims of fraud, negligence, or gross negligence relating to the provision of the Medical Licensed Products. Licensor shall promptly notify Licensee in writing of any such claims asserted against Licensor.