Common use of Indemnification by BioNTech Clause in Contracts

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 shall Biontech will indemnify and hold GenevantSanofi, its Affiliates and Sublicenseessublicensees and their respective directors, officers, employees and agents, and their respective officerssuccessors, directorsheirs and assigns (collectively, agents Sanofi Indemnitees), and employees (“Genevant Indemnitees”) harmless defend and save each of them harmless, from and against any and all Losses in connection with any and all Third Party Claims arising under or related to this Agreement against them to the extent arising from or resulting from: occurring as a result of: (ai) the any Biontech representation or warranty set forth herein being untrue in any material respect or material breach by Biontech of any of its covenants or obligations under this Agreement; (ii) any gross negligence or negligence, willful misconduct of misconduct, or violation of Applicable Laws by any Law on the part of the BioNTech Indemnitees; (b) the material breach of any of the covenants, warranties or representations made by BioNTech to Genevant Biontech in performing its obligations under this Agreement; or or (ciii) 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 Development or Commercialization by Biontech or any of a BioNTech its Affiliates or sublicensees of the Licensed Product including any such claims made against [***] Candidates or the Licensed Products; except in each casecase for those Losses for which Sanofi has an obligation to indemnify Biontech pursuant to Section 10.1.1, as to which Losses each Party will indemnify the other to the extent such Claims result from the material breach by Genevant of any covenanttheir respective liability; provided, representationhowever, warranty or other agreement made by Genevant in this Agreement or the negligence or willful misconduct of any Genevant Indemnitee. Notwithstanding the above, BioNTech that Biontech will have no obligation not be obligated to defend or indemnify Genevant or its Affiliates Sanofi Indemnitees 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 Losses to the extent resulting from the that such Losses arise as a result of gross negligence or willful misconduct on the part of BioNTech or any AffiliateSanofi Indemnitee.