Direct Indemnity. 14.1.1 Each Party shall defend, indemnify and hold harmless the other Party from and against all liabilities, losses, damages, and expenses, including reasonable attorneys’ fees and costs, (collectively, the “Liabilities”) resulting from all Third Party claims, suits, actions, terminations or demands (collectively, the “Claims”) that are incurred, relate to or arise out of (a) the breach of any material provision of this Agreement by the indemnifying Party (or the inaccuracy of any representation or warranty made by such Party in this Agreement), or (b) the gross negligence, recklessness or willful misconduct of the indemnifying Party in connection with the performance of its obligations hereunder.
14.1.2 Licensee shall defend, indemnify and hold harmless SGI from and against all Liabilities resulting from all Claims that are incurred, relate to or arise out of the development, manufacture or commercialization of Licensed Products by SGI for Licensee or by Licensee, its Affiliates or Sublicensees, including any failure to test for or provide adequate warnings of adverse side effects, or any manufacturing defect in any Licensed Product; except in each case to the extent such Liabilities resulted from the gross negligence, recklessness or willful misconduct by SGI or the inaccuracy of any representation or warranty made by SGI in this Agreement or from any other action for which SGI must indemnify Licensee under Section 14.1.3.
14.1.3 SGI shall defend, indemnify and hold harmless Licensee from and against all Liabilities resulting from all Claims that are incurred, relate to or arise out of any claims of infringement of Third Party rights arising out of the use of SGI Technology to make Antibodies that bind specifically to a Research Antigen or to make a Licensed Product (but not any other technology, including the composition or methods of making or using Antibodies or technology not relating to SGI Technology), except to the extent such Liabilities resulted from the gross negligence, recklessness or willful misconduct by Licensee or the inaccuracy of any representation or warranty made by Licensee in this Agreement or any other action for which Licensee must indemnify SGI hereunder.
Direct Indemnity. Each party shall indemnify and hold the other party and its Affiliates and sublicensees harmless, and hereby forever releases and discharges the other party and its Affiliates and sublicensees, from and against all claims, demands, liabilities, damages and expenses, including reasonable attorneys’ fees and other litigation costs (collectively, “Liabilities”) arising out of negligence, recklessness or intentional misconduct of the indemnifying party, its Affiliates, or its sublicensees in connection with the work performed by such party, its Affiliates, or its subcontractor(s) and/or sublicensee(s) during the Research Program, or arising out of the manufacturing, use, storage, distribution or sale of Candidate Compounds, Development Compounds, Abandoned Compounds or Products hereunder by the indemnifying party, its Affiliates or its sublicensees; except in each case to the extent such Liabilities resulted from negligence, recklessness or intentional misconduct or misrepresentations of the other party or its Affiliates or sublicensees.
Direct Indemnity. Each party shall indemnify and hold the other party, its Affiliates and sublicensees harmless, and hereby forever releases and discharges the other party, its Affiliates and sublicensees, from and against all claims, demands, liabilities, damages and expenses, including attorneys' fees and costs (collectively, "Liabilities"), related to any claim of a third party (not an Affiliate or sublicensee) arising out of the negligence, recklessness or intentional misconduct of the indemnifying party, its Affiliates or sublicensees in connection with the work performed by such party in the Research Program, development or the marketing or sale of Product Candidates or Licensed Products hereunder; or the breach of any warranty hereunder except in each case to the extent such Liabilities resulted from the negligence, recklessness or intentional misconduct of the other party.
Direct Indemnity. Each party shall indemnify, defend and hold the other party harmless, and hereby forever releases and discharges the other party, from and against any loss, liability, cost or expense, including attorneys' fees and costs (any "Liability"), resulting from any claim, action or other proceeding by a Third Party, arising out of the negligence, recklessness or intentional acts or omissions of the indemnifying party in connection with the work performed by such party during the Development Program.
Direct Indemnity. Each party shall indemnify and hold the other party, ---------------- its Affiliates and sublicensees harmless, and hereby forever releases and discharges the other party, its Affiliates and sublicensees, from and against all claims demands, liabilities, damages and expenses, including attorneys fees and costs (all "Liabilities") arising out of any breach of a representation or warranty contained in Section 2 hereof, negligence, recklessness or intentional wrongful acts or omissions of the indemnifying party, its Affiliates or sublicensees in connection with the work performed by such party during the term of this Agreement except in each case to the extent such Liabilities resulted from negligence, recklessness or intentional wrongful acts or omissions of the other party. Neither party shall be CONFIDENTIAL TREATMENT REQUESTED [*] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. liable to the other for any indirect, incidental or consequential damages arising out of any terms or conditions in this Agreement or with respect to the performance thereof.
Direct Indemnity. 11.1.1 Each Party shall indemnify and hold harmless the other Party, its Affiliates, and their respective directors, officers, shareholders, agents, consultants and employees from and against all Third Party claims, demands, liabilities, damages (including damages directly or indirectly suffered by the other Party and/or its Affiliates and their respective directors, officers, shareholders, agents, consultants and employees) and expenses, including reasonable attorney’s fees and costs (collectively “Liabilities”) arising out of the intentional or grossly negligent breach of any material provision of this Agreement by the indemnifying Party or caused by an intentional act or omission of the indemnifying Party.
11.1.2 Pharvaris shall defend, indemnify and hold harmless AnalytiCon, its Affiliates, and their respective directors, officers, shareholders, agents, consultants and employees from and against all Liabilities suffered, incurred or arising out of any Third Party claims in connection with the manufacture, possession, distribution, use, sale or other disposition by or through Pharvaris or its Affiliates or Sublicensees of any Licensed Product(s), except in case to the extent such Liabilities resulted from negligent or willful acts or omissions by AnalytiCon, its Affiliates and/or Third Parties retained by AnalytiCon for or in connection with the performance of any acts or obligations under this Agreement and/or the B2R Agreement, and their respective directors, officers, shareholders, agents, consultants and employees.
11.1.3 AnalytiCon shall defend, indemnify and hold harmless Pharvaris, its Affiliates, and their respective directors, officers, shareholders, agents, consultants and employees from and against all Liabilities suffered, incurred or arising out of any Third Party claims in connection with the research and development activities in connection with the B2R Project and the B2R Project Results, the execution of the B2R Project Plan, Licensed IP, Licensed Compound(s) and Licensed Product(s) except in case to the extent such Liabilities resulted from negligent or willful acts or omissions by Pharvaris, its Affiliates and/or Third Parties retained by Pharvaris for or in connection with the performance of any acts or obligations under this Agreement and/or the B2R Agreement, and their respective directors, officers, shareholders, agents, consultants and employees.
Direct Indemnity. 15.1.1. Each Party shall indemnify and hold harmless, and hereby forever releases and discharges the other Party from and against all claims, demands, liabilities, damages and expenses, including attorneys' fees and costs (collectively, the "Liabilities") arising out of the breach of any material provision of this Agreement by the indemnifying Party, except to the extent such Liabilities resulted from the gross negligence, recklessness or willful misconduct of the other Party.
15.1.2. PMC shall indemnify and hold harmless, and hereby forever releases and discharges CORIXA from and against all Liabilities suffered or incurred arising out of any Third-Party claims for personal injury, death or disability or any product recall to the extent caused by (a) any failure to test for or provide adequate warnings of adverse side effects to the extent such failure arises out of acts or omissions in connection with the preclinical or clinical testing of any Product, (b) any manufacturing defect in any Product, or (c) any other act or omission (without regard to culpable conduct) of PMC in connection with its activities thereof contemplated by this Agreement; except in each case to the extent such Liabilities resulted from the gross negligence, recklessness or willful misconduct by CORIXA.
Direct Indemnity. Each party shall indemnify and hold the other party, its Affiliates and permitted sublicensees, and their respective directors, officers, employees and agents, harmless, and hereby forever releases and discharges the other party, its Affiliates and permitted sublicensees, and their respective directors, officers, employees and agents, from and against all claims, demands, liabilities, damages and expenses, including reasonable attorneys' fees and costs (all "Liabilities"), arising out of negligence, recklessness or intentional acts or omissions of the indemnifying party, its Affiliates or permitted sublicensees, and their respective directors, officers, employees and agents, in connection with the work performed by such party under the Research Program. Neither Xxxxxxx-Xxxxx nor Ixsys shall constitute a sublicensee of the other party for purposes of this Article 16.
Direct Indemnity. Each party shall indemnify and hold the other party, its Affiliates and sublicensees harmless, and hereby forever releases and discharges the other party, its Affiliates and sublicensees, from and against all claims demands, liabilities, damages and expenses, including attorneys fees and costs (all "Liabilities"), in respect of personal injury to or death of third parties, or in respect of loss of or damage to any third party's property, arising out of any breach of a representation or warranty contained herein, negligence, recklessness or intentional wrongful acts or omissions of the indemnifying party, its Affiliates or sublicensees in connection with the work performed by such party during and after the term of this Agreement except in each case to the extent such Liabilities resulted from negligence, recklessness or intentional wrongful acts or omissions of the other party. Neither party shall be liable to the other for any special, indirect, incidental or consequential damages arising out of any terms or conditions in this Agreement or with respect to the performance thereof.
Direct Indemnity. 11.1.1. Each Party shall indemnify and hold harmless the other Party, its Affiliates, and their respective directors, officers, shareholders, agents, consultants and employees from and against all Third-Party claims, demands, liabilities, damages and expenses, including attorneys' fees and costs (collectively, the "LIABILITIES") arising out of the breach of any material provision of this Agreement by, or an act or an omission of, the indemnifying Party, except to the extent such Liabilities resulted from the gross negligence, recklessness or intentional acts or omissions of the other Party.
11.1.2. LICENSEE shall defend, indemnify and hold harmless VRI, its Affiliates, licensors, their respective directors, officers, shareholders, agents, consultants and employees, from and against all Liabilities suffered or incurred arising out of any Third-Party claims in connection with the manufacture, design, testing, possession, distribution, use, sale or other disposition by or through LICENSEE, its Affiliates or Sublicensees of any PRODUCTS or VECTOR, except in each case to the extent such Liabilities resulted from the gross negligence, recklessness or intentional acts or omissions of VRI, and except where VRI's liability is established in accordance with EXHIBIT 1 to APPENDIX B attached hereto as far as supply of VECTOR is concerned.
