Common use of Indemnification By 3DP Clause in Contracts

Indemnification By 3DP. 3DP shall indemnify, defend and hold DuPont and its agents, employees and directors (the "DuPont 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 DuPont Indemnitees. Upon the assertion of any such claim or suit, the DuPont Indemnitees shall promptly notify 3DP thereof and 3DP shall appoint counsel reasonably acceptable to the 3DP Indemnitees to represent the DuPont Indemnitees with respect to any claim or suit for which indemnification is sought. The DuPont 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 defendant hold DuPont AgrEvo and its agents, employees and directors (the "DuPont AgrEvo Indemnitees') harmless from and against any and all liability, damage, loss, cost or expense (including reasonable attorneys' attorney's 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 material provisions of this Agreement, negligence or willful misconduct of the DuPont AgrEvo Indemnitees. Upon the assertion of any such claim or suit, the DuPont AgrEvo Indemnitees shall promptly notify 3DP thereof and 3DP shall appoint counsel reasonably acceptable to the 3DP AgrEvo Indemnitees to represent the DuPont AgrEvo Indemnitees with respect to any claim or suit for which indemnification is sought. The DuPont AgrEvo Indemnitees shall not settle any such claim or suit without the prior written consent of 3DP, which consent shall not unreasonably be withheld, unless they shall have first waived their rights to indemnification hereunder.

Indemnification By 3DP. 3DP shall indemnify, defend and hold DuPont BIPI and its agents, employees and directors (the "DuPont 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 DuPont BIPI Indemnitees. Upon the assertion of any such claim or suit, the DuPont BIPI Indemnitees shall promptly notify 3DP thereof and 3DP shall appoint counsel reasonably acceptable to the 3DP Indemnitees to represent the DuPont BIPI Indemnitees with respect to any claim or suit for which indemnification is sought. The DuPont 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.