Common use of Indemnification by AMYRIS Clause in Contracts

Indemnification by AMYRIS. AMYRIS shall defend, indemnify, and hold TOTAL and its Affiliates and each of their officers, directors, employees, and agents (the “TOTAL Indemnitees”) harmless from and against any and all damages, liabilities, judgments, recoveries, costs, and expenses (including court costs and reasonable attorneys’ fees and expenses), resulting from any Third Party Claims to the extent that such Claims arise out of, are based on, or result from (a) the manufacture, storage, handling, use, promotion, sale, offer for sale, and importation of Products by AMYRIS or its Affiliates, sublicensees (other than by TOTAL, the JV Company or its or their Affiliates and sublicensees), or distributors or other practice by AMYRIS, its Affiliates, licensees or distributors of the licenses granted to AMYRIS pursuant to this Agreement; (b) a breach of any of AMYRIS’ representations, warranties and obligations under this Agreement; (c) any damage to tangible personal property of or injury to or death of the Seconded Employees caused by AMYRIS, its Affiliates, or the officers, directors, employees, or agents of AMYRIS or its Affiliates, in each case during the period of the secondment; or (d) the willful misconduct or grossly negligent acts of AMYRIS, its Affiliates, or the officers, directors, employees, or agents of AMYRIS or its Affiliates including misappropriation or infringement of Third Party intellectual property in connection with its activities under this Agreement; in each case except to the extent such Claims arise out of, are based on, or result from (y) a breach by TOTAL of any of TOTAL’s representations, warranties and obligations under this Agreement; or (z) the willful misconduct or grossly negligent acts of TOTAL and its Affiliates. (For clarity, the indemnity obligations in this Section 11.2 are subject to any indemnification obligations under any agreements relating to the JV Company.)

Indemnification by AMYRIS. AMYRIS shall defend, indemnify, and hold TOTAL and its Affiliates and each of their officers, directors, employees, and agents (the “TOTAL Indemnitees”) harmless from and against any and all damages, liabilities, judgments, recoveries, costs, and expenses (including court costs and reasonable attorneys’ fees and expenses), resulting from any Third Party Claims (as defined in Section 5.A(i) above) to the extent that (A) such Claims arise out of, are based on, or result from (a) the manufacture, storage, handling, use, promotion, sale, offer for sale, and importation of Products by AMYRIS or its Affiliates, sublicensees (other than by TOTAL, the JV Company or its or their Affiliates and sublicensees), or distributors or other practice by AMYRIS, its Affiliates, licensees or distributors of the licenses granted to AMYRIS pursuant to this Agreement; (b) a breach of any of AMYRIS’ representations, warranties and warranties, covenants and/or obligations under this Agreement; , (b) any manufacture by TOTAL of farnesene that allegedly has infringed or misappropriated a Third Party’s intellectual property, but only to the extent such alleged infringement or misappropriation is directly attributable to TOTAL’s adherence to AMYRIS’ then approved farnesene manufacturing process (as provided in the Successful Commercial Transfer) licensed from AMYRIS as part of the AMYRIS Licensed IP and not to any deviation or modification from such process made by or on behalf of TOTAL other than a deviation or modification made by TOTAL at the written direction of AMYRIS, (c) any damage to tangible personal property of or injury to or death of the Seconded Employees caused by AMYRIS, its Affiliates, or the officers, directors, employees, or agents of AMYRIS or its Affiliates, in each case during the period of the secondment; or (d) the willful misconduct or grossly negligent acts of AMYRIS, its Affiliates, or the officers, directors, employees, or agents of AMYRIS or its Affiliates including misappropriation or (B) such Claims (a) are Patent infringement claims brought by Novvi against TOTAL, (b) allege that one or more of Third Party intellectual property in connection with its activities under this Agreementthe Licensed Products infringes one or more Patents owned by Novvi and (c) are based on Inventions conceived and reduced to practice by Novvi; in each case ((A) and (B)), except to the extent such Claims arise out of, are based on, or result from (yx) a breach by TOTAL of any of TOTAL’s representations, warranties and warranties, covenants and/or obligations under this Agreement; or (zy) the willful misconduct or grossly negligent acts of TOTAL and its Affiliates or the officers, directors, employees, or agents of TOTAL or its Affiliates. (For clarity, the indemnity obligations in this Section 11.2 are subject to any indemnification obligations under any agreements relating to the JV Company.)

Indemnification by AMYRIS. AMYRIS shall defend, indemnify, and hold TOTAL Company and its Affiliates and each of their officers, directors, employees, and agents (the “TOTAL Company Indemnitees”) harmless from and against any and all damages, liabilities, judgments, recoveries, costs, and expenses (including court costs and reasonable attorneys’ fees and expenses), resulting from any Third Party Claims (as defined in Section 5.A(i) above) to the extent that (A) such Claims arise out of, are based on, or result from (a) the manufacture, storage, handling, use, promotion, sale, offer for sale, and importation of Products by AMYRIS or its Affiliates, sublicensees (other than by TOTAL, the JV Company or its or their Affiliates and sublicensees), or distributors or other practice by AMYRIS, its Affiliates, licensees or distributors of the licenses granted to AMYRIS pursuant to this Agreement; (b) a breach of any of AMYRIS’ representations, warranties and warranties, covenants and/or obligations under this Agreement; , (b) any manufacture by the Company of farnesene that allegedly has infringed or misappropriated a Third Party’s intellectual property, but only to the extent such alleged infringement or misappropriation is directly attributable to Company’s adherence to AMYRIS’ then approved farnesene manufacturing process (as provided in the Successful Commercial Transfer) licensed from AMYRIS as part of the AMYRIS Licensed IP and not to any deviation or modification from such process made by or on behalf of Company other than a deviation or modification made by Company at the written direction of AMYRIS, (c) any damage to tangible personal property of or injury to or death of the Seconded Employees caused by AMYRIS, its Affiliates, or the officers, directors, employees, or agents of AMYRIS or its Affiliates, in each case during the period of the secondment; or (d) the willful misconduct or grossly negligent acts of AMYRIS, its Affiliates, or the officers, directors, employees, or agents of AMYRIS or its Affiliates including misappropriation or (B) such Claims (a) are Patent infringement claims brought by Novvi against the Company, (b) allege that one or more of Third Party intellectual property in connection with its activities under this Agreementthe JV Jet Products infringes one or more Patents owned by Novvi and (c) are based on Inventions conceived and reduced to practice by Novvi; in each case ((A) and (B)), except to the extent such Claims arise out of, are based on, or result from (yx) a breach by TOTAL Company of any of TOTALCompany’s representations, warranties and warranties, covenants and/or obligations under this Agreement; or (zy) the willful misconduct or grossly negligent acts of TOTAL Company and its Affiliates or the officers, directors, employees, or agents of Company or its Affiliates. (For clarity, the indemnity obligations in this Section 11.2 are subject to any indemnification obligations under any agreements relating to the JV Company.)

Indemnification by AMYRIS. AMYRIS shall defend, indemnify, and hold TOTAL Company and its Affiliates and each of their officers, directors, employees, and agents (the “TOTAL Company Indemnitees”) harmless from and against any and all damages, liabilities, judgments, recoveries, costs, and expenses (including court costs and reasonable attorneys’ fees and expenses), resulting from any Third Party Claims (as defined in Section 5.A(i) above) to the extent that (A) such Claims arise out of, are based on, or result from (a) the manufacture, storage, handling, use, promotion, sale, offer for sale, and importation of Products by AMYRIS or its Affiliates, sublicensees (other than by TOTAL, the JV Company or its or their Affiliates and sublicensees), or distributors or other practice by AMYRIS, its Affiliates, licensees or distributors of the licenses granted to AMYRIS pursuant to this Agreement; (b) a breach of any of AMYRIS’ representations, warranties and warranties, covenants and/or obligations under this Agreement; , (b) any manufacture by the Company of farnesene that allegedly has infringed or misappropriated a Third Party’s intellectual property, but only to the extent such alleged infringement or misappropriation is directly attributable to Company’s adherence to AMYRIS’ then approved farnesene manufacturing process (as provided in the Successful Commercial Transfer) licensed from AMYRIS as part of the AMYRIS Licensed IP and not to any deviation or modification from such process made by or on behalf of Company other than a deviation or modification made by Company at the written direction of AMYRIS, (c) any damage to tangible personal property of or injury to or death of the Seconded Employees caused by AMYRIS, its Affiliates, or the officers, directors, employees, or agents of AMYRIS or its Affiliates, in each case during the period of the secondment; or (d) the willful misconduct or grossly negligent acts of AMYRIS, its Affiliates, or the officers, directors, employees, or agents of AMYRIS Company or its Affiliates including misappropriation or (B) such Claims (a) are Patent infringement claims brought by Novvi against the Company, (b) allege that one or more of Third Party intellectual property in connection with its activities under this Agreementthe JV Products infringes one or more Patents owned by Novvi and (c) are based on Inventions conceived and reduced to practice by Novvi; in each case ((A) and (B)), except to the extent such Claims arise out of, are based on, or result from (yx) a breach by TOTAL Company of any of TOTALCompany’s representations, warranties and warranties, covenants and/or obligations under this Agreement; or (zy) the willful misconduct or grossly negligent acts of TOTAL Company and its Affiliates or the officers, directors, employees, or agents of Company or its Affiliates. (For clarity, the indemnity obligations in this Section 11.2 are subject to any indemnification obligations under any agreements relating to the JV Company.)