Indemnification By 3DP Clause Samples
The "Indemnification By 3DP" clause requires 3DP to protect the other party from certain losses, damages, or legal claims that may arise from 3DP's actions or omissions. Typically, this means that if a third party sues or makes a claim against the other party due to something 3DP did—such as infringing intellectual property rights or breaching contract terms—3DP must cover the associated costs, including legal fees and settlements. This clause serves to allocate risk by ensuring that 3DP bears responsibility for its own conduct, thereby shielding the other party from financial harm caused by 3DP's wrongdoing.
Indemnification By 3DP. 3DP shall indemnify, defend and hold BIPI and its agents, employees and directors (the "BIPI Indemnitees") harmless from and against any and all liability, damage, loss, cost or expense (including reasonable attorneys' fees) arising out of third party claims or suits related to (a) 3DP's performance to its obligations under this Agreement or (b) the manufacture, use, or sale of Licensed Products by 3DP and its Affiliates sublicensees, distributors and agents except to the extent that such claims or suits result from the breach of any of the provisions of this Agreement, negligence or willful misconduct of the BIPI Indemnitees. Upon the assertion of any such claim or suit, the BIPI Indemnitees shall promptly notify 3DP thereof and 3DP shall appoint counsel reasonably acceptable to the 3DP Indemnitees to represent the BIPI Indemnitees with respect to any claim or suit for which indemnification is sought. The BIPI Indemnitees shall not settle any such claim or suit without the prior written consent of 3DP, unless they shall have first waived their rights to indemnification hereunder.
Indemnification By 3DP. 3DP shall indemnify, defend and hold DPC and its agents, employees and directors (the "DPC Indemnitees") harmless from and against any and all liability, damage, loss, cost or expense (including reasonable attorneys' fees) arising out of Third Party claims or lawsuits related to 3DP's performance of its obligations under this Agreement, except to the extent that such claims or suits result from the breach of any of the provisions of this Agreement, negligence or willful misconduct of the DPC Indemnitees. Upon the assertion of any such claim or suit, the DPC Indemnitees shall promptly notify 3DP thereof and 3DP shall appoint counsel reasonably acceptable to the 3DP Indemnitees to represent the DPC Indemnitees with respect to any claim or suit for which indemnification is sought. The DPC Indemnitees shall not settle any such claim or suit without the prior written consent of 3DP, unless they shall have first waived their rights to indemnification hereunder.
Indemnification By 3DP. 3DP agrees to indemnify, defend and hold ---------------------- harmless Heska, its officers, directors, shareholders, employees, Affiliates, agents, sublicensees, successors and assigns (the "Heska Indemnified Parties") from and against any loss, damage, or liability, including interest and penalties and reasonable attorney's fees, and any claim, complaint, suit, proceeding or cause of action against a Heska Indemnified Party resulting from or arising out of:
16.3.1 any product liability or other lawsuit, claim, demand or other action brought with respect to damage or harm caused by a Product sold by 3DP or any of its Affiliates or sublicensees; and
16.3.2 the death of or injury to any person or persons, damage to property, or any other claim, proceeding, demand, expense and liability of any kind whatsoever resulting from the design, testing (including, without limitation, clinical trials), production, manufacture, shipping, handling, use (in commerce or otherwise), sale, lease, consumption, promotion or advertisement of any Product by 3DP or any of its Affiliates or sublicensees. 3DP shall not be responsible or have any obligation hereunder, however, for the negligent or intentional wrongdoing of any Heska Indemnified Party.
Indemnification By 3DP. 3DP shall indemnify, defend and hold BMS and its agents, employees and directors (the "BMS Indemnitees") harmless from and against any and all liability, damage, loss, cost or expense (including reasonable attorneys' fees) arising out of Third Party claims or lawsuits related to 3DP's performance of its obligations under this Agreement, except to the extent that such claims or suits result from the breach of any of the provisions of this Agreement, gross negligence or willful misconduct of the BMS Indemnitees. Upon the assertion of any such claim or suit, the BMS Indemnitees shall promptly notify 3DP thereof and shall permit 3DP to assume direction and control of the defense of the claim (including the selection of counsel and the right to settle it at the sole discretion of 3DP, provided that such settlement does not impose any material obligation on the BMS Indemnitees), and shall cooperate as requested (at the expense of 3DP) in the defense of the claim. **Certain portions of this Exhibit have been omitted upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.
Indemnification By 3DP. 3DP shall indemnify, defend and hold ---------------------- Athersys, its Affiliates and their permitted contractors and agents, employees, officers and directors (the "Athersys Indemnitees") harmless from and against -------------------- any and all liability, damage, loss, cost or expense (including reasonable attorneys' fees) arising out of Third Party claims or lawsuits related to (a) 3DP's performance of its obligations under this Agreement; (b) the manufacture, use or sale of Products by 3DP and its Affiliates, sublicensees, distributors and agents; (c) a material breach by 3DP of any of its covenants, representations or warranties set forth in this Agreement; or (d) claims that the development or commercialization of any 3DP Target, 3DP Compound, 3DP Lead Compound, 3DP Safety Assessment Compound, 3DP Development Compound or 3DP Product infringes the Intellectual Property rights of a Third Party, except to the extent that such claims or suits result from the material breach of any of the provisions of this Agreement, gross negligence or willful misconduct of the Athersys Indemnitees. Upon the assertion of any such claim or suit, the Athersys Indemnitees shall promptly notify 3DP thereof and 3DP shall appoint counsel reasonably acceptable to the Athersys Indemnitees to represent the Athersys Indemnitees with respect to any claim or suit for which indemnification is sought. The Athersys Indemnitees shall not settle any such claim or suit without the prior written consent of 3DP, unless the Athersys Indemnitees shall have first waived their rights to indemnification hereunder.
Indemnification By 3DP. 3DP shall indemnify, defend and hold BMS and its agents, employees and directors (the "BMS Indemnitees") harmless from and against any and all liability, damage, loss, cost or expense (including without limitation reasonable attorneys' fees) arising out of Third Party claims or lawsuits related to 3DP's performance of its obligations under this Agreement, except to the extent that such claims or suits result from the material breach of any of the provisions of this Agreement, gross negligence or willful misconduct by the BMS Indemnitees.
Indemnification By 3DP. 3DP shall indemnify, defend and hold ▇▇▇▇▇▇▇ and its agents, employees and directors (the "▇▇▇▇▇▇▇ Indemnitees") harmless from and against any and all liability, damage, loss, cost or expense (including reasonable attorneys' fees) arising out of Third Party claims or lawsuits related to 3DP's performance of its obligations under this Agreement, except to the extent that such claims or suits result from the breach of any of the provisions of this Agreement, gross negligence or willful misconduct of the ▇▇▇▇▇▇▇ Indemnitees. Upon the assertion of any such claim or suit, the ▇▇▇▇▇▇▇ Indemnitees shall promptly notify 3DP thereof and shall permit 3DP to assume direction and control of the defense of the claim (including the selection of counsel and the right to settle it at the sole discretion of 3DP, provided that such settlement does not impose any material obligation on the ▇▇▇▇▇▇▇ Indemnitees), and shall cooperate as requested (at the expense of 3DP) in the defense of the claim.