Indemnification by Catalyst Clause Samples
Indemnification by Catalyst. Catalyst shall indemnify and hold harmless ISU, and its directors, officers, employees, agents, Affiliates and contractors (collectively, the “ISU Indemnitees”), from and against all losses, liabilities, damages and expenses, including reasonable attorneys’ fees and costs (collectively, “Liabilities”), resulting from any claims, demands, actions or other proceedings by any Third Party (“Claims”) to the extent resulting from (a) the breach of any representation, warranty or covenant by Catalyst under this Agreement or (b) the negligence or willful misconduct of Catalyst or its agents, Affiliates and contractors. The foregoing indemnity obligation shall not apply to the extent that (i) the ISU Indemnitees fail to comply with the indemnification procedures set forth in Section 11.3 and Catalyst’s defense of the relevant Claims is prejudiced by such failure, or (ii) any Claim arises from, is based on, or results from any activity set forth in Section 11.2(a), or 11.2(b) for which ISU is obligated to indemnify the Catalyst Indemnitees under Section 11.2.
Indemnification by Catalyst. Subject to Section 10.3, Catalyst shall defend, indemnify and hold harmless each of EVL and its Affiliates, and each of their respective directors, officers and employees (each, an “EVL Indemnitee”) from and against any and all liabilities, damages, settlements, penalties, fines, costs or expenses (including reasonable attorneys’ fees and other expenses of litigation) (collectively, “Liabilities”) arising, directly or indirectly, out of or in connection with Third Party claims, suits, actions, demands or judgments to the extent arising out of or relating to (i) any breach by Catalyst of any representation, warranty, agreement, undertaking or covenant under this Agreement; (ii) any negligence, gross negligence or willful misconduct by Catalyst or its Affiliates, past or present employees or agents; (iii) any arrangement entered into by Catalyst (or its Affiliates) and a Third Party, providing for any royalty or other payment obligation with respect to the Product, or (iv) any patient’s participation in the Bioequivalence Studies, except, in each case, for those Liabilities for which EVL has an obligation to indemnify the Catalyst Indemnitees pursuant to Section 10.2, as to which Liabilities each Party shall indemnify the other Party to the extent of its respective liability for such Liabilities.
Indemnification by Catalyst. Subject to the limitations set forth in Section 9.3 below, Catalyst agrees to defend, indemnify and hold harmless the Purchaser and MVS, and their respective successors and assigns, from, against and in respect of any and all loss or damage suffered by MVS or the Purchaser resulting from, caused by, arising out of, or in any way relating to any misrepresentation, breach of warranty, or nonfulfillment of any agreement or covenant on the part of Catalyst under this Agreement or any misrepresentation in or omission from any list, schedule, certificate, or other instrument furnished or to be furnished to the Purchaser by Catalyst or MVS pursuant to the terms of this Agreement, together with any liability arising out of any and all actions, suits, proceedings, claims, demands, judgments, costs and expenses (including reasonable legal and accounting fees) incident to any of the foregoing.
Indemnification by Catalyst. Catalyst will indemnify, defend, and hold harmless Biogen, its Affiliates, Sublicensees, and each of its and their respective employees, officers, directors, and agents (each, a “Biogen Indemnified Party”) from and against any and all liabilities, losses, damages, expenses (including reasonable attorneys’ fees and expenses), and costs (collectively, “Liabilities”) that the Biogen Indemnified Party may be required to pay to one or more Third Parties resulting from or arising out of:
11.1.1 the negligence or willful misconduct of Catalyst or any other Catalyst Indemnified Party;
11.1.2 the breach by Catalyst of any of its representations, warranties, covenants, or agreements under this Agreement;
11.1.3 any claim that Catalyst misappropriated any trade secrets or inappropriately used or disclosed the confidential information owned or possessed by any Third Party in the conduct of the Catalyst Research Activities; or
11.1.4 any claims of any nature arising out of any Exploitation of any Compound or Product by or on behalf of Catalyst prior to the Effective Date or after the effective date of termination of this Agreement (or the effective date of termination of such Compound or Product in the event of partial termination);
11.1.5 The obligation to indemnify, defend, and hold harmless a Biogen Indemnified Party pursuant to Section 11.1.1, 11.1.2, 11.1.3, or 11.1.4 shall not apply to any such Liabilities to the extent that (a) Biogen is obligated to indemnify, defend, and hold harmless a Catalyst Indemnified Party pursuant to this Agreement; or (b) such Liabilities are caused by the negligence or willful misconduct of Biogen or any Biogen Indemnified Party.
Indemnification by Catalyst. Subject to the other provisions of this Section 7, following the Closing, Catalyst shall indemnify, defend (as provided in Section 7.3), and hold harmless ▇▇▇▇▇▇▇, its Affiliates, and each of their respective officers, directors, employees, agents, successors and permitted assigns (each a “▇▇▇▇▇▇▇ Indemnified Party”) from and against and in respect of any and all Damages to the extent caused by, related to, or arising, directly or indirectly, from or in connection with any of the following:
(a) any Assumed Liabilities;
(b) any inaccuracy in or breach of any representation or warranty made by Catalyst in this Agreement; or
(c) any breach or nonfulfillment by Catalyst of any of its covenants, obligations or agreements contained in this Agreement; provided that Catalyst shall have no obligation to indemnify, defend or hold harmless any ▇▇▇▇▇▇▇ Indemnified Party (i) to the extent any Damages are indemnifiable by ▇▇▇▇▇▇▇ pursuant to Section 7.1 or (ii) for any Damages to the extent caused by, related to, or arising, directly or indirectly, from or in connection any ▇▇▇▇▇▇▇ and PantheRx Released Claim (as defined in the Settlement Agreement).