Common use of Indemnification by BioNTech Clause in Contracts

Indemnification by BioNTech. Biontech will indemnify Sanofi, its Affiliates and sublicensees and their respective directors, officers, employees and agents, and their respective successors, heirs and assigns (collectively, Sanofi Indemnitees), and defend and save each of them harmless, from and against any and all Losses in connection with any and all Third Party Claims to the extent arising from or occurring as a result of: (i) 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, willful misconduct, or violation of Applicable Law on the part of Biontech in performing its obligations under this Agreement; or (iii) the research, Development or Commercialization by Biontech or any of its Affiliates or sublicensees of the Licensed Product Candidates or the Licensed Products; except in each case 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 of their respective liability; provided, however, that Biontech will not be obligated to indemnify Sanofi Indemnitees for any Losses to the extent that such Losses arise as a result of gross negligence or willful misconduct on the part of any Sanofi Indemnitee.

Indemnification by BioNTech. Biontech will BioNTech shall indemnify Sanofiand hold Genevant, its Affiliates and sublicensees and their respective directors, officers, employees and agentsSublicensees, and their respective successorsofficers, heirs directors, agents and assigns employees (collectively, Sanofi “Genevant Indemnitees), and defend and save each of them harmless, ”) 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 occurring as a result of: resulting from: (ia) the gross negligence or willful misconduct of or violation of Applicable Laws by any Biontech representation or warranty set forth herein being untrue in any material respect or of the BioNTech Indemnitees; (b) the material breach by Biontech of any of its covenants the covenants, warranties or obligations representations made by BioNTech to Genevant under this Agreement; or (iic) any gross negligence, willful misconduct, or violation material breach by BioNTech of Applicable Law on the part of Biontech in performing its obligations under pursuant to this Agreement; or (d) product recall, products’ liability, infringement claims, or (iii) similar claims based on the research, Development Development, Manufacture or Commercialization by Biontech or of a BioNTech Product including any of its Affiliates or sublicensees of the Licensed Product Candidates or the Licensed Products; such claims made against [***] except in each case for those Losses for which Sanofi has an obligation to indemnify Biontech pursuant to Section 10.1.1case, as to which Losses each Party will indemnify the other to the extent such Claims result from the material breach by Genevant of their respective liability; providedany covenant, howeverrepresentation, that Biontech 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 not be obligated have no obligation to defend or indemnify Sanofi Indemnitees Genevant or its Affiliates for any Losses 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 that such Losses arise as a result of resulting from the gross negligence or willful misconduct on the part of BioNTech or any Sanofi IndemniteeAffiliate.