Common use of By Licensee Clause in Contracts

By Licensee. Licensee shall defend, indemnify and hold harmless Pulmokine, Gilead and their Affiliates, respective directors, officers, agents, successors, assignees and employees (the “Pulmokine Indemnitees”) from and against any and all claims, liabilities, losses, costs, actions, suits, damages and expenses, including reasonable attorneys’ fees (collectively, “Damages”) to the extent arising from any claim, action or proceeding made or brought against Pulmokine Indemnitees by a Third Party in connection with (a) the gross negligence, recklessness or intentional wrongful acts or omissions of Licensee or its Affiliates or Sublicensees and its and their respective employees, officers, independent contractors, consultants or agents, in connection with the performance by or on behalf of Licensee of Licensee’s obligations or exercise of its rights under this Agreement; (b) any breach by Licensee of any representation, warranty, covenant or obligation of Licensee set forth in this Agreement; (c) the development, commercialization manufacturing, marketing, distribution, handling, possession, promotion, sale or use of the Licensed Products or any other use of the Licensed Technology by Licensee or its Affiliates or Sublicensees; or (d) any actual or alleged death, personal bodily injury or damages to real or tangible personal property claimed to result, directly or indirectly, from the possession, use or consumption or treatment with the Licensed Products made or sold by or on behalf of Licensee, its Affiliates or Sublicensees; except in any such case to the extent such Damages are reasonably attributable to any negligence, gross negligence, recklessness or intentional wrongful acts or omissions, willful misconduct or breach of this Agreement by Pulmokine or a Pulmokine Indemnitee.

By Licensee. Licensee shall defend, indemnify and hold harmless PulmokineVerastem, Gilead its Affiliates, and their Affiliates, respective directors, officers, agentsemployees and agents (individually and collectively, successors, assignees and employees (the “Pulmokine IndemniteesVerastem Indemnitee(s)”) from and against any and all claimslosses, liabilities, losses, costs, actions, suits, damages and expenses, expenses (including reasonable attorneys’ fees and costs) incurred in connection with any claims, demands, actions or other proceedings by any Third Party (individually and collectively, “DamagesLosses”) to the extent arising from any claim, action or proceeding made or brought against Pulmokine Indemnitees by a Third Party in connection with (a) the gross negligence, recklessness Exploitation of the Licensed Compound or intentional wrongful acts or omissions of Licensee or its Affiliates or Sublicensees and its and their respective employees, officers, independent contractors, consultants or agents, in connection with the performance Licensed Products by or on behalf of Licensee of Licensee’s obligations or exercise any of its rights Affiliates, Sublicensees or Subcontractors, including product liability claims (other than product liability claims resulting from Verastem’s breach of its obligations under this the Supply Agreement; ), (b) any breach actions taken by Licensee of any representationin Licensee’s capacity as Verastem’s regulatory agent under Section 5.1, warranty, covenant or obligation of Licensee set forth in this Agreement; (c) the development, commercialization manufacturing, marketing, distribution, handling, possession, promotion, sale gross negligence or use willful misconduct of the Licensed Products or any other use of the Licensed Technology by Licensee or its Affiliates Affiliates, Sublicensees or Sublicensees; or Subcontractors, (d) Licensee’s breach of any actual of its representations or alleged deathwarranties made in or pursuant to this Agreement or any Licensee covenants or obligations set forth in or entered into pursuant to this Agreement, personal bodily injury or damages (e) failure of Licensee or its Affiliates, Sublicensees or Subcontractors to real or tangible personal property claimed to resultabide by any Applicable Laws, directly or indirectlyin each case of clauses (a) through (e) above, from the possession, use or consumption or treatment with the Licensed Products made or sold by or on behalf of Licensee, its Affiliates or Sublicensees; except in any such case to the extent such Damages are reasonably attributable to any negligence, Losses arise out of a Verastem Indemnitee’s gross negligence, recklessness negligence or intentional wrongful acts or omissions, willful misconduct or breach of this Agreement material failure to abide by Pulmokine or a Pulmokine Indemniteeany Applicable Laws.

By Licensee. Licensee shall will defend, indemnify indemnify, and hold harmless PulmokineLicensor and its Affiliates, Gilead and their Affiliates, respective directors, officers, agentsemployees, successors, assignees heirs and employees assigns, and agents (individually and collectively, the “Pulmokine Licensor Indemnitees”) from and against all Losses incurred by such Licensor Indemnitees in connection with any and all claims, liabilities, losses, costs, actions, suits, damages and expenses, including reasonable attorneys’ fees (collectively, “Damages”) Third Party Claims to the extent arising from any claim, action or proceeding made or brought against Pulmokine Indemnitees by a Third Party in connection with based on (a) the gross negligencenegligence or willful misconduct of any Licensee Indemnitee or Licensee’s Sublicensees or Subcontractors in connection with this Agreement, recklessness (b) Licensee’s breach of any of its representations, warranties, covenants, or intentional wrongful acts obligations set forth in or omissions entered into pursuant to this Agreement, (c) the Exploitation of Licensee or any Licensed Product by Licensee, its Affiliates or Sublicensees and its and their respective employeesin the Territory, officersincluding to the extent arising out of Licensor holding Regulatory Submissions, independent contractorsRegulatory Approvals, consultants or agents, in connection with Reimbursement Approvals for the performance by or on behalf benefit of Licensee of Licensee’s obligations or exercise of its rights under this Agreement; (b) any breach by Licensee of any representationpursuant to Section 5.1, warranty, covenant or obligation of Licensee set forth in this Agreement; (c) the development, commercialization manufacturing, marketing, distribution, handling, possession, promotion, sale or use of the Licensed Products or any other use of the Licensed Technology by Licensee or its Affiliates or Sublicensees; or (d) any actual claim or alleged deathdemand from any employee or contractor of Licensee or its Affiliate who is an inventor of any Licensee Collaboration Technology with respect to the ownership thereof, personal bodily injury or damages to real or tangible personal property claimed to resultin each case of clauses (a) through (d) above, directly or indirectly, from the possession, use or consumption or treatment with the Licensed Products made or sold by or on behalf of Licensee, its Affiliates or Sublicensees; except in any such case to the extent such Damages are reasonably attributable to any negligenceThird Party Claims arise out of a Licensor Indemnitee’s negligence or willful misconduct, gross negligence, recklessness or intentional wrongful acts or omissions, willful misconduct or breach of this Agreement Agreement, or failure to abide by Pulmokine or a Pulmokine IndemniteeApplicable Law (including cGLP, cGMP, and cGCP, as applicable).

By Licensee. Licensee shall hereby agrees at all times to defend, indemnify and hold harmless PulmokineSV and its Affiliates, Gilead and their Affiliatesrespective assignees, respective directorssuccessors, and the officers, agents, successorsemployees of each of them (each an “SV Indemnitee”), assignees and employees (the “Pulmokine Indemnitees”) harmless from and against any and all claims, damages, liabilities, losses, costscosts and expenses (including, actionswithout limitation, suits, damages and expenses, including reasonable attorneys’ fees fees) (collectively, “DamagesLosses”) to the extent arising from any claim, action out of or proceeding made or brought against Pulmokine Indemnitees by a Third Party in connection with any Third Party claim based on: (a) the gross negligence, recklessness or intentional wrongful acts or omissions of Licensee or its Affiliates or Sublicensees and its and their respective employees, officers, independent contractors, consultants or agents, in connection with the performance by or on behalf of Licensee of Licensee’s obligations or exercise of its rights under this Agreement; (b) any material breach by Licensee of any representation, warranty, covenant covenant, condition or obligation agreement made or to be performed by Licensee under the terms of Licensee set forth in this Agreement; ; (cb) the development, commercialization manufacturing, marketing, distribution, handling, possession, promotion, sale or use of the Licensed Products or any other use of the Licensed Technology exercise or practice by Licensee or its Affiliates or Sublicensees; or (d) any actual or alleged death, personal bodily injury or damages to real or tangible personal property claimed to result, directly or indirectly, from the possession, use or consumption or treatment with the Licensed Products made or sold by or on behalf of Licensee, its Affiliates or SublicenseesSublicensees (except for those Affiliates and Sublicensees explicitly approved by SV) of the licenses granted hereunder to Licensee, including, without limitation, (i) any claim based on an alleged breach of any warranty, implied or otherwise, of merchantability or fitness for a particular purpose or intended use, (ii) any claim of infringement of a Third Party’s intellectual property rights; except in (iii) any such case claim alleging or based on product liability or false advertising, and/or (iv) any claim arising on account of any injury or death of persons or damage to property; or (c) the gross negligence, intentional misconduct or illegal actions of a Licensee Indemnitee (as defined below). Provided, however, that the foregoing indemnification obligations shall not apply to any Losses to the extent such Damages are reasonably directly attributable to any negligence, (i) the gross negligence, recklessness or intentional wrongful acts or omissions, willful misconduct or illegal actions of an SV Indemnitee, (ii) the material breach of this Agreement the representations and warranties hereunder by Pulmokine SV, or (iii) the settlement of a Pulmokine Indemniteeclaim, suit, action, or demand by an SV Indemnitee without the prior written approval of Licensee.

By Licensee. Licensee shall defend, indemnify and hold harmless Pulmokine, Gilead Licensor and its Affiliates and its and their Affiliatessuccessors, legal representatives or assigns, and their respective directors, officers, agents, successorsemployees and representatives (collectively, assignees and employees (the “Pulmokine Licensor Indemnitees”) ), from and against any and all claimsdamages, liabilities, losses, costscosts and expenses of any and every nature or kind whatsoever, actions, suits, damages and expenses, (including reasonable attorneys’ fees and disbursements and all amounts paid in investigation, defense or settlement of the foregoing) (collectively, “Damages”) that any of the Licensor Indemnitees may incur as a result of third-party actions, proceedings or claims to the extent arising from any claim, action out of or proceeding made or brought against Pulmokine Indemnitees by a Third Party in connection with consequence of: (a) the gross negligenceformulation, recklessness or intentional wrongful acts or omissions of Licensee or its Affiliates or Sublicensees and its and their respective employeesmanufacture, officersproduction, independent contractorspackaging, consultants or agentstransportation, in connection with the performance by or on behalf of Licensee of Licensee’s obligations or exercise of its rights under this Agreement; (b) any breach by Licensee of any representationstorage, warranty, covenant or obligation of Licensee set forth in this Agreement; (c) the development, commercialization manufacturingperformance, marketing, distributionTIMKENSTEEL CORPORATION HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, handlingWHICH ARE INDICATED BY ASTERISKS, possessionBE ACCORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. TIMKENSTEEL CORPORATION HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION. merchandising, promotion, advertisement, distribution or sale of any product, material or use of the Licensed Products or any other use of the Licensed Technology by Licensee or its Affiliates or Sublicensees; or (d) any actual or alleged death, personal bodily injury or damages to real or tangible personal property claimed to result, directly or indirectly, from the possession, use or consumption or treatment with the Licensed Products made or sold service by or on behalf of Licensee, its Affiliates or Sublicensees; its sublicensees that bear, use or are associated with the Licensed Marks, including, without limitation under any theory of product liability, tort or otherwise, in each instance except in any such case to the extent such the Damages are reasonably attributable to any negligence, gross negligence, recklessness or intentional wrongful acts or omissions, willful misconduct or a breach of this Agreement by Pulmokine any Licensor Indemnitee; (b) any breach of this Agreement by Licensee; (c) use of the Licensed Marks by Licensee or its Affiliates or their employees, agents, or sublicensees in a Pulmokine Indemniteemanner which infringes upon the rights of third parties; and (d) any failure by Licensee or its Affiliates or their employees, agents, or sublicensees to comply with applicable law in connection with this Agreement.

By Licensee. Licensee shall defend, indemnify and forever hold harmless Pulmokinethe Universal Entities and each of their respective officers, Gilead and their Affiliates, respective directors, officersshareholders, employees, agents, representatives, assigns and successors-in-interest (collectively, assignees and employees (the “Pulmokine Indemnitees”"Related Parties") from and against any and all claims, liabilities, penalties, losses, costs, damages, demands, actions, causes of action, suits, damages proceedings, judgments and expensesexpenses including, including reasonable without limitation, amounts paid in settlement, attorneys’ fees (collectively' fees, “Damages”) to the extent court costs and other legal expenses arising from any claimout of, action or proceeding made or brought against Pulmokine Indemnitees by a Third Party in connection with connected with, and/or relating to: (a) the gross negligenceLicensed Article(s), recklessness or intentional wrongful acts or omissions of Advertising and Promotion and/or the Licensee or its Affiliates or Sublicensees and its and their respective employees, officers, independent contractors, consultants or agents, in connection with the performance by or on behalf of Licensee of Licensee’s obligations or exercise of its rights under this AgreementMaterials; (b) any breach by Licensee act or omission of Licensee, its parents, subsidiaries, Manufacturers, contractors, designers, distributors and/or vendors and any representationrepresentatives, warrantyemployees, covenant affiliates and/or agents of CONFIDENTIAL TREATMENT REQUESTED BY ROCKFORD CORPORATION any of the foregoing relating to such entities' use or obligation misuse of Licensee set forth in this Agreementthe Licensed Property, Universal Property, Universal Materials and/or Universal Name and Logo; (c) the development, commercialization manufacturing, marketing, distribution, handling, possession, promotion, sale arising out of Licensee's unauthorized or unlicensed use of third party materials and/or third party intellectual property rights in conjunction with the Licensed Products or any other use of Article(s) and/or the Licensed Technology by Licensee or its Affiliates or SublicenseesAdvertising and Promotion; or and (d) any actual the breach or alleged death, personal bodily injury or damages to real or tangible personal property claimed to result, directly or indirectly, from the possession, use or consumption or treatment with the Licensed Products made or sold by or on behalf breach of any of Licensee's representations, warranties and agreements set forth herein. Licensee shall have the option to conduct or control the litigation and/or settlement of any such action or proceeding with counsel of its Affiliates or Sublicenseesown selection; except provided, however, that: (a) at its discretion, Universal shall have the right to be represented by counsel of its own selection in any such case to the extent such Damages are reasonably attributable action or proceeding, and Licensee shall be responsible for all reasonable fees and costs associated therewith; and (b) no crucial decision(s) which would effect Universal's rights or settlement(s) may be made with respect to any negligencesuch action or proceeding without Universal's prior knowledge and consent (which shall not be unreasonably withheld). Any amount which Licensee may be obligated to pay the Universal Entities and Related Parties pursuant to this Paragraph shall be paid by Licensee upon demand, gross negligence, recklessness or intentional wrongful acts or omissions, willful misconduct or breach with interest at the prime rate from the date incurred. The provisions of this Agreement by Pulmokine or a Pulmokine IndemniteeParagraph shall survive termination of this Agreement.

By Licensee. Licensee shall indemnify, hold harmless, and if requested by Superpowered, defend, indemnify and hold harmless PulmokineSuperpowered, Gilead Superpowered’s affiliates, agents and their Affiliatesrespective successors, respective assigns, directors, officers, agents, successors, assignees employees and employees independent contractors (the each a “Pulmokine IndemniteesSuperpowered Indemnified Party”) from and against any and all claims, liabilitiescosts, damages, losses, costssettlement fees, actions, suits, damages and expenses, expenses (including reasonable attorneyswithout limitation attorney fees and disbursements) incurred directly or indirectly by a Superpowered Indemnified Party as a result of Licensee’s or Licensee’s Authorized Users’ fees (collectively, “Damages”) to the extent arising from breach of this Agreement and/or as a result of any third party claim, proceeding, suit, judgment, settlement, or cause of action or proceeding made or brought against Pulmokine Indemnitees by a Third Party in connection with (“Claim”): (a) alleging the gross negligenceinfringement, recklessness violation or intentional wrongful acts misappropriation of any intellectual property right including a patent, design, industrial design, copyright, trade secret or omissions trademark or other proprietary right by: (i) Licensee’s Application(s) or the use thereof, or the combination of Licensee’s Application(s) with any other hardware, software, system, or service, (ii) any product, service or content made available, or required to be made available, through Licensee’s Application, or (iii) Licensee or Licensee’s Authorized Users’ combination of the SUPERPOWERED SDK or any portion thereof with any hardware, software, or system or service; (b) alleging libel, slander, or defamation related to the use of Licensee’s Applications or any products, service or content made available through Licensee’s Application; (c) alleging any injury, death or property or other damage arising from or related to the performance or non-performance of any portion of the SUPERPOWERED SDK or Licensee’s Applications or any products, service or content made available through Licensee’s Application; (d) based on any representation or misrepresentations made by Licensee or Licensee’s Authorized Users or (e) otherwise related to or arising from Licensee or Licensee’s Authorized Users’ use of the SUPERPOWERED SDK (except for any third party claim based solely on Superpowered technology included in the SUPERPOWERED SDK) or any use or distribution of Licensee’s Applications (including Licensee’s development of Applications), or any portion thereof, or any product, service or content made available, or required to be made available, through Licensee’s Application. Superpowered shall provide notice to Licensee of any Claim, and each of Licensee and Superpowered shall: (A) provide each other all information and assistance reasonably requested by the other in relation to such Claim (provided that Licensee shall reimburse Superpowered for any out of pocket expenses incurred by a Superpowered Indemnified Party in doing so); and (B) not admit to any liability or its Affiliates or Sublicensees and its and their respective employees, officers, independent contractors, consultants or agents, in connection with the performance agree to any settlements by or on behalf of Licensee of Licensee’s obligations or exercise of its rights under this Agreement; (b) any breach by Licensee of any representation, warranty, covenant or obligation of Licensee set forth in this Agreement; (c) the development, commercialization manufacturing, marketing, distribution, handling, possession, promotion, sale or use other party with respect to such Claims without the prior written consent of the Licensed Products other party, which consent shall not be unreasonably withheld, conditioned or any other use of the Licensed Technology by Licensee or its Affiliates or Sublicensees; or (d) any actual or alleged death, personal bodily injury or damages to real or tangible personal property claimed to result, directly or indirectly, from the possession, use or consumption or treatment with the Licensed Products made or sold by or on behalf of Licensee, its Affiliates or Sublicensees; except in any such case to the extent such Damages are reasonably attributable to any negligence, gross negligence, recklessness or intentional wrongful acts or omissions, willful misconduct or breach of this Agreement by Pulmokine or a Pulmokine Indemniteedelayed.

By Licensee. Licensee shall defend, indemnify and hold harmless PulmokineLicensor, Gilead its Affiliates, and their Affiliates, respective directors, officers, agentsemployees and agents (individually and collectively, successors, assignees and employees (the “Pulmokine IndemniteesLicensor Indemnitee(s)”) from and against any and all claimslosses, liabilities, losses, costs, actions, suits, damages and expenses, expenses (including legal expenses and reasonable attorneys’ fees and costs) incurred in connection with any claims, demands, actions or other proceedings by any Third Party (individually and collectively, “DamagesLosses”) to the extent arising from any claim, action or proceeding made or brought against Pulmokine Indemnitees by a Third Party in connection with (a) the research, Development, analysis, assay, Manufacturing, Commercialization, use, offering for sale, sale, importation or otherwise exploitation of the Licensed Technology, Licensed Compounds and/or Licensed Products, (b) the gross negligence, recklessness negligence or intentional wrongful acts or omissions willful misconduct of Licensee or any of its Affiliates Affiliates, Related Licensee Parties or Sublicensees and its and their respective employeessublicensees, officers, independent contractors, consultants or agents, in connection with the performance by or on behalf of Licensee of (c) Licensee’s obligations or exercise breach of any of its rights under this Agreement; (b) any breach by Licensee of any representationobligations, warrantyrepresentations, covenant warranties or obligation of Licensee covenants set forth in this Agreement; (c) the development, commercialization manufacturing, marketing, distribution, handling, possession, promotion, sale or use of the Licensed Products or any other use of the Licensed Technology by Licensee or its Affiliates or Sublicensees; or (d) Licensor holding any actual Regulatory Approval for any Licensed Product for Licensee’s benefit in accordance with Section 6.01, or alleged death(e) failure of any Licensee indemnitee to comply with any Applicable Laws in the performance of any obligations under this Agreement, personal bodily injury or damages to real or tangible personal property claimed to result, directly or indirectly, from the possession, use or consumption or treatment with the Licensed Products made or sold by or on behalf in each case of Licensee, its Affiliates or Sublicensees; clauses (a) through (e) above except in any such case to the extent such Damages Losses arise from, are reasonably attributable based on, or result from any activity or occurrence for which Licensor is obligated to indemnify the Licensee Indemnitees under Section 12.02. Notwithstanding the foregoing, in no event will Licensee indemnify and hold harmless any negligence, gross negligence, recklessness or intentional wrongful acts or omissions, willful misconduct or breach Licensor Indemnitee(s) for any Losses arising from Licensor’s ownership of this Agreement by Pulmokine or a Pulmokine Indemniteethe Common Stock.