Indemnification by Acceleron Clause Samples
The "Indemnification by Acceleron" clause requires Acceleron to compensate or protect the other party from certain losses, damages, or liabilities that may arise in connection with the agreement. Typically, this means Acceleron will cover costs such as legal fees, settlements, or judgments if the other party faces claims due to Acceleron's actions, products, or breaches of contract. This clause serves to allocate risk by ensuring that the party not at fault is shielded from financial harm resulting from Acceleron's conduct.
Indemnification by Acceleron. Acceleron shall indemnify, hold harmless, and defend Celgene, its Affiliates, and their respective directors, officers, employees and agents and their respective successors, heirs and assigns (“Celgene Indemnitees”) from and against any and all Losses to the extent arising out of or resulting from (a) any breach of, or inaccuracy in, any representation or warranty made by Acceleron in this Agreement, or any breach or violation of any covenant or agreement of Acceleron in or pursuant to this Agreement; (b) the negligence or willful misconduct by or of Acceleron, its Affiliates and their respective Sublicensees, and their respective directors, officers, employees and agents; or (c) any product liability claims (under any theory, including actions in the form of tort, warranty or strict liability) relating to Acceleron’s Development, Manufacturing, and Commercialization activities under this Agreement. Acceleron shall have no obligation to indemnify the Celgene Indemnitees to the extent that the Losses arise out of or result from, directly or indirectly, any breach of, or inaccuracy in, any representation or warranty made by Celgene in this Agreement, or any breach or violation of any covenant or agreement of Celgene in or pursuant to this Agreement, or the negligence or willful misconduct by or of any of the Celgene Indemnitees.
Indemnification by Acceleron. Acceleron will indemnify Fulcrum and its Representatives (each, a “Fulcrum Indemnified Party”) from and against any liability, loss, damage or expense (including reasonable attorneys’ fees and expenses) (collectively, “Liability”) that the Fulcrum Indemnified Party may incur or otherwise be required to pay to one or more Third Parties in connection with any Third Party suit, investigation, claim or demand resulting from or arising out of:
(a) any claims arising out of the research, development, manufacture, commercialization or use of any Product by, on behalf of, or under the authority of, Acceleron, including all claims involving death or bodily injury (other than by any Fulcrum Indemnified Party);
(b) the conduct of the Acceleron Research Activities;
(c) the breach by Acceleron of any of its representations, warranties or covenants set forth in this Agreement; or
(d) the negligence or willful misconduct of an Acceleron Indemnified Party. and except, in each case, to the extent such claims fall within the scope of Fulcrum’s indemnification obligations under Section 9.1.2 (Indemnification by Fulcrum).