Common use of Client Indemnification Clause in Contracts

Client Indemnification. Client shall indemnify, defend and hold harmless Bxxxxx and its Affiliates and any of their respective directors, officers, employees, subcontractors and agents (collectively the “Indemnified Bxxxxx Parties”) from and against any and all liabilities, obligations, penalties, claims, judgments, demands, actions, disbursements of any kind and nature, suits, losses, damages, costs and expenses (including, without limitation, reasonable attorney’s fees) arising out of or in connection with property damage or personal injury (including without limitation death) of third parties (collectively, the “Claims”) including without limitation Claims allegedly resulting from the negligent acts or omission of the Indemnified Bxxxxx Parties or for acts or omissions for which the Indemnified Bxxxxx Parties otherwise would be strictly liable, in connection with (a) Client’s transport, storage, promotion, labeling, marketing, distribution, use or sale of Product, (b) Client’s negligence or willful misconduct, (c) Client’s breach of its representations or warranties under this Agreement, or (d) any claim that the use, sale, Production (except Claims solely resulting from Bxxxxx’x use of Bxxxxx SOP’s in the Production), marketing or distribution of Product by Bxxxxx or Client violates the patent, trademark, copyright or other proprietary rights of any third party, except as provided in Section 14.2. [***] INDICATES CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION

Client Indemnification. Client CLIENT shall indemnify, defend and hold harmless Bxxxxx AXXXXX and its Affiliates Affiliates, and any of their respective directors, officers, employees, subcontractors and agents (collectively the “Indemnified Bxxxxx Parties”) from and against any and all liabilities, obligations, penalties, claims, judgments, demands, actions, disbursements of any kind and nature, suits, losses, damages, costs and expenses (including, without limitation, reasonable attorney’s fees) arising out of or in connection with property damage or personal injury (including without limitation death) of third parties (collectively, the collectively “Claims”) including without limitation Claims allegedly resulting from in whole or in part by the negligent acts or omission of the Indemnified Bxxxxx Parties or for acts or omissions for which the Indemnified Bxxxxx Parties otherwise would be strictly liable, in connection with (a) ClientCLIENT’s transport, storage, promotion, labeling, marketing, distribution, use or sale of Bulk Drug Substance or Drug Product, (b) ClientCLIENT’s negligence or willful misconduct, (c) ClientCLIENT’s breach of its representations or warranties under this Agreement, or (d) any claim that the use, sale, Production (except Claims solely resulting from Bxxxxx’x use of Bxxxxx SOP’s in the Production), marketing or distribution of Bulk Drug Substance or Drug Product by Bxxxxx AXXXXX or Client CLIENT violates the patent, trademark, copyright or other proprietary rights of any third party, except as provided in Section 14.2. [***] INDICATES CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSIONto the extent any of the foregoing (a) or (d) is caused solely by the negligence or willful misconduct of the Indemnified Parties or solely by the breach by AXXXXX of its obligations under this Agreement.

Client Indemnification. Client CLIENT shall indemnify, defend and hold harmless Bxxxxx XXXXXX and its Affiliates Affiliates, and any of their respective directors, officers, employees, subcontractors and agents (collectively the “Indemnified Bxxxxx Parties”) from and against any and all liabilities, obligations, penalties, claims, judgments, demands, actions, disbursements of any kind and nature, suits, losses, damages, costs and expenses (including, without limitation, reasonable attorney’s fees) arising out of or in connection with property damage or personal injury (including without limitation death) of third parties (collectively, the collectively “Claims”) including without limitation Claims allegedly resulting from in whole or in part by the negligent acts or omission of the Indemnified Bxxxxx Parties or for acts or omissions for which the Indemnified Bxxxxx Parties otherwise would be strictly liable, in connection with (a) ClientCLIENT’s transport, storage, promotion, labeling, marketing, distribution, use or sale of Bulk Drug Substance or Drug Product, (b) ClientCLIENT’s negligence or willful misconduct, (c) ClientCLIENT’s breach of its representations or warranties under this Agreement, or (d) any claim that the use, sale, Production (except Claims solely resulting from Bxxxxx’x use of Bxxxxx SOP’s in the Production), marketing or distribution of Bulk Drug Substance or Drug Product by Bxxxxx XXXXXX or Client CLIENT violates the patent, trademark, copyright or other proprietary rights of any third party, except as provided in Section 14.2. [***] INDICATES CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSIONto the extent any of the foregoing (a) or (d) is caused solely by the negligence or willful misconduct of the Indemnified Parties or solely by the breach by XXXXXX of its obligations under this Agreement.

Client Indemnification. Client CLIENT shall indemnify, defend and hold harmless Bxxxxx BAXTER and its Affiliates and any of their respective directors, managers, members, officers, employees, authorized subcontractors and agents (collectively the “"Indemnified Bxxxxx Parties”") from and against any and all liabilities, obligations, penalties, claims, judgments, demands, actions, disbursements of any kind and nature, suits, losses, damages, costs and expenses (including, without limitation, reasonable attorney’s fees's fees and costs) incurred as a result of any claims, demands, actions or other proceedings by unaffiliated third parties against an Indemnified Party to the extent arising out of or in connection with property damage or personal injury (including without limitation death) of third parties (collectivelycollectively "Claims"), the “Claims”) including without limitation Claims allegedly resulting from the negligent acts or omission of the Indemnified Bxxxxx Parties or for acts or omissions for which the Indemnified Bxxxxx Parties otherwise would be strictly liable, in connection with (a) Client’s transport, CLIENT's storage, promotion, labeling, marketing, distribution, use or sale of ProductBulk Conjugated Antibody, other CLIENT Supplied Components or Products, (b) Client’s negligence CLIENT's negligence, omission or willful misconduct, (c) Client’s CLIENT's breach of its representations or warranties obligations under this Agreement, (d) the execution, delivery and performance of this Agreement by CLIENT conflicting with any other agreement of CLIENT relating to the production and supply of Product, or (de) any claim that the use, sale, Production (except Claims solely resulting from Bxxxxx’x use of Bxxxxx SOP’s in the Production), marketing or distribution of Product Bulk Conjugated Antibody, other CLIENT Supplied Components or Products by Bxxxxx BAXTER in accordance with this Agreement, or Client by CLIENT, violates the patent, trademark, copyright or other proprietary rights of any third party, except as provided in Section 14.2. to the extent any of the foregoing (a) or (e) is caused [***] INDICATES CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSIONREQUESTED] by the negligence, omission or willful misconduct of the Indemnified Parties or [CONFIDENTIAL TREATMENT REQUESTED] by the breach by BAXTER of its representations or obligations under this Agreement.