Indemnification by BioNTech Clause Samples
The "Indemnification by BioNTech" clause requires BioNTech to compensate or protect the other party from certain losses, damages, or liabilities that may arise in connection with the agreement. Typically, this means that if the other party faces legal claims, costs, or damages due to BioNTech's actions, negligence, or breaches of contract, BioNTech will be responsible for covering those expenses. This clause is commonly used to allocate risk and ensure that the party receiving indemnification is not financially harmed by issues attributable to BioNTech's conduct or performance under the contract.
Indemnification by BioNTech. BioNTech shall indemnify and hold Genevant, its Affiliates and Sublicensees, and their respective officers, directors, agents and employees (“Genevant Indemnitees”) harmless from and against any Claims arising under or related to this Agreement against them to the extent arising or resulting from:
(a) the gross negligence or willful misconduct of or violation of Applicable Laws by any of the BioNTech Indemnitees;
(b) the material breach of any of the covenants, warranties or representations made by BioNTech to Genevant under this Agreement; or
(c) any material breach by BioNTech of its obligations pursuant to this Agreement; or
(d) product recall, products’ liability, infringement claims, or similar claims based on the research, Development, Manufacture or Commercialization of a BioNTech Product including any such claims made against [***] except in each case, to the extent such Claims result from the material breach by Genevant of any covenant, representation, warranty or other agreement made by Genevant in this Agreement or the negligence or willful misconduct of any Genevant Indemnitee. Notwithstanding the above, BioNTech will have no obligation to defend or indemnify Genevant or its Affiliates for any claim brought by a shareholder or a class of shareholders of Genevant or its Affiliates including, but not limited to, securities fraud claims, shareholder direct claims, and shareholder derivative claims, expect to the extent resulting from the gross negligence or willful misconduct on the part of BioNTech or any Affiliate.
Indemnification by BioNTech. BioNTech will indemnify, defend and hold harmless Pfizer, its Affiliates, Sublicensees, contractors, distributors and each of its and their respective employees, officers, directors and agents (each, a “Pfizer Indemnified Party”) from and against any and all Liabilities that the Pfizer Indemnified Party may be required to pay to one or more Third Parties resulting from or arising out of (a) use of the BioNTech Technology [***], BioNTech Materials, and/or BioNTech Know-How disclosed by or on behalf of BioNTech in accordance with the rights licensed under this Agreement, (b) the Candidates or Products in accordance with the rights licensed under this Agreement, save to the extent the Liabilities are in respect of (i) the exploitation of Pfizer Technology infringing a Third Party Patent Right or (ii) [***]; (c) use of the BioNTech name or logo in accordance with the rights licensed under this Agreement, (d) rights or obligations under the GEIA relating to inventions made by employees of BioNTech or its Affiliates or Third Party Licensors in relation to BioNTech Technology or Research and Development Program Technology used in any Candidate or Product; or (e) the material breach by BioNTech or any of its Representatives of any of its representations, warranties or covenants set forth in Section 9, Section 12.1, Section 12.2, Section 12.3, or Section 12.5 except to the extent caused by the negligence, recklessness or intentional acts of Pfizer or any Pfizer Indemnified Party.
Indemnification by BioNTech. BioNTech will indemnify, defend and hold harmless Pfizer, its Affiliates, Sublicensees, contractors, distributors and each of its and their respective employees, officers, directors and agents (each, a “Pfizer Indemnified Party”) from and against any and all Liabilities that the Pfizer Indemnified Party may be required to pay to one or more Third Parties resulting from or arising out of (i) the FIH Study, (ii) use of the BioNTech name or logo pursuant to Section 6.4.2, (iii) rights or obligations under the GEIA relating to inventions made by employees of BioNTech or its Affiliates or Third Party Licensors in relation to BioNTech Technology or Research Program Technology used in any Candidate or Product; or (iv) the material breach by BioNTech or any of its Representatives of any of its representations, warranties or covenants set forth in Section 9.1, Section 9.1.1, Section 9. 2, Section 9.3, Section 9.4 or Section 9.5 except to the extent caused by the negligence, recklessness or intentional acts of Pfizer or any Pfizer Indemnified Party.
Indemnification by BioNTech. BioNTech shall indemnify Autolus, its Affiliates, their respective officers, directors, and employees (the “Autolus Indemnitees”) from and against any and all Losses incurred by or imposed upon the Autolus Indemnitees or any of them in connection with any Claim, in each case, to the extent arising or resulting from: (a) BioNTech’s, or any of its Affiliates’, Sublicensees’ or Subcontractors’ Development of a [***] Licensed Binder or a [***] Licensed Binder or Exploitation of [***] Licensed Products; (b) the gross negligence or willful misconduct of BioNTech or any BioNTech Indemnitee; or (c) the material breach of any provision of this Agreement by BioNTech; provided, that BioNTech shall not be obliged to so indemnify the Autolus Indemnitees for any Claims to the extent that Autolus has an indemnification obligation to a BioNTech Indemnitee under Section 16.1. 16.3
Indemnification by BioNTech. BioNTech will indemnify Acuitas, its Affiliates and their respective directors, officers, employees, Third Party licensors and agents, and their respective successors, heirs and assigns (collectively, "Acuitas Indemnitees"), and defend and hold each of them harmless, from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, "Losses") in connection with any and all suits, investigations, claims or demands of Third Parties (collectively, "Third Party Claims") against the Acuitas Indemnitees to the extent arising from or occurring as a result of: (i) the breach by BioNTech of any provision of this License Agreement; (ii) any negligence or willful misconduct on the part of any BioNTech Indemnitee; or (iii) the development or commercialization by or on behalf of BioNTech or any of its Affiliates or Sublicensees of Licensed Product other than if related to an LNP component thereof, except in each case (i)-(iii) to the extent arising from or occurring as a result of the negligence or willful misconduct on the part of an Acuitas Indemnitee or Acuitas’ breach of this License Agreement. (b)