Common use of Indemnification by Celera Clause in Contracts

Indemnification by Celera. Celera hereby agrees to defend, hold harmless and indemnify (collectively “Indemnify”) Virobay, its Affiliates, and their respective agents, directors, officers and employees (the “Virobay Indemnitees”) from and against any and all Losses arising out of any Third Party claims to the extent resulting out of or arising from: (i) any of Celera’s representations and warranties set forth in this Agreement being untrue in any material respect when made, (ii) any material breach or material default by Celera of its material covenants and material obligations under this Agreement, or (iii) the conduct of the Celera Programs prior to the Effective Date. To be eligible to be so Indemnified, the Virobay Indemnitees will provide Celera with prompt notice of any claim giving rise to the indemnification obligation pursuant to this Section 9.1; provided that Celera will be relieved of its obligations only if the failure by the Virobay Indemnitee to deliver prompt notice is prejudicial to its ability to defend such action. Each Virobay Indemnitee will provide Celera with the exclusive ability to defend such claim (with the reasonable cooperation of Virobay Indemnitees), subject to Virobay’s right to participate in and have counsel selected by it participate, at Virobay’s expense. Virobay may not settle any claim under this Section 9.1 without Celera’s prior written consent. Celera’s obligation to Indemnify the Virobay Indemnitees pursuant to this Section 9.1 will not apply to the extent of any Losses (i) that arise from the negligence or intentional misconduct of any Virobay Indemnitee; or (ii) that arise from Virobay’s material breach of this Agreement; or (iii) for which Virobay is obligated to Indemnify the Celera Indemnitees pursuant to Section 9.2 of this Agreement.

Indemnification by Celera. Celera hereby agrees to defend, hold harmless and indemnify (collectively “"Indemnify”") Virobay, Pharmacyclics and its Affiliates, and their respective agents, directors, officers and employees (the “Virobay "Pharmacyclics Indemnitees”") from and against any and all Losses arising out of (a) any making, having made, using, selling, having sold, offering for sale, or import and/or otherwise distributing Assigned Products by, on behalf of, or under the authority of Celera, its Affiliates or any Third Party claims prior to the extent Effective Date, (b) any exploitation of the Celera Intellectual Property by or under the authority of Celera prior to the Effective Date, and (c) any Third Party claim resulting directly or indirectly out of or arising from: (i) any of Celera’s 's representations and warranties set forth in this Agreement being untrue in any material respect when made, (ii) made or any material breach or material default by Celera of its material covenants and material obligations under this Agreement, or (iii) the conduct of the Celera Programs prior to the Effective Date. To be eligible to be so Indemnified, the Virobay Pharmacyclics Indemnitees will provide Celera with prompt notice of any claim giving rise to the indemnification obligation pursuant to this Section 9.1; 9.1 and the exclusive ability to defend (with the reasonable cooperation of Pharmacyclics Indemnitees) and subject to Pharmacyclics' right to participate in and have counsel selected by it participate, at Pharmacyclics' expense, in any action for which Pharmacyclics seeks to be Indemnified by Celera). Pharmacyclics may not settle any claim for the Loss associated with which any Pharmacyclics Indemnitee seeks to be Indemnified by Celera, without Celera's prior written consent, provided that Celera will be relieved of its obligations only if the failure by the Virobay Pharmacyclics Indemnitee to deliver prompt notice is prejudicial to its ability to defend such action. Each Virobay Indemnitee will provide Celera with the exclusive ability to defend such claim (with the reasonable cooperation of Virobay Indemnitees), subject to Virobay’s right to participate in and have counsel selected by it participate, at Virobay’s expense. Virobay may not settle any claim under this Section 9.1 without Celera’s prior written consent. Celera’s 's obligation to Indemnify the Virobay Pharmacyclics Indemnitees pursuant to this Section 9.1 will not apply to the extent of any Losses (i) that arise from the negligence or intentional misconduct of any Virobay Pharmacyclics Indemnitee; or (ii) that arise from Virobay’s Pharmacyclics' material breach of this Agreement; or (iii) for which Virobay Pharmacyclics is obligated to Indemnify the Celera Indemnitees pursuant to Section 9.2 of this Agreement.

Indemnification by Celera. (a) Except with respect to claims expressly subject to AB’s indemnity of Celera hereby agrees to set forth in Section 15.1, Celera will defend, indemnify and hold harmless and indemnify (collectively “Indemnify”) VirobayAB, its Affiliates, Affiliates and their respective agents, directors, officers officers, employees and employees agents (the “Virobay AB Indemnitees”) from and against any and all Losses arising out claims for losses, damages or expenses asserted by a Third Party against AB or any of its Affiliates caused by: [***] indicates material that has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission. (i) the material breach of any Third Party representation, warranty or covenant made by Celera in this Agreement, the negligence (including gross negligence) or willful misconduct of Celera; (ii) the possession, manufacture, sale, storage, use or transportation of Celera Products or parts or components thereof by any person (including without limitation by any governmental entity), including, without limiting the generality of the foregoing, claims for personal injury to or death of any person (including without limitation employees of AB or Celera) or damage or destruction of tangible property, Diagnostic Losses, even if caused by or alleged to have been caused by the negligence of AB but not to the extent resulting out caused by the gross negligence or willful misconduct of AB, or arising from: the failure of any Celera Product or any component thereof to be qualified, registered or approved under any applicable law; and (iiii) any and all claims for losses, damages or expenses asserted by a Third Party against AB or any of its Affiliates to the extent caused by Celera’s breach of the representations and warranties made by Celera in Section 2.8 (Grant of Rights) of this Agreement, subject to a cap of $[***]. (b) Celera will also indemnify and hold harmless AB from and against AB’s reasonable attorneys’ fees and costs in defending any claims subject to Celera’s indemnity set forth above in Section 15.2(a) with respect to which Celera has not undertaken AB’s defense, except to the extent otherwise set forth in this Agreement being untrue in any material respect when made, (ii) any material breach or material default by Celera of its material covenants and material obligations under this Agreement, or (iii) the conduct of the Celera Programs prior to the Effective Date. To be eligible to be so Indemnified, the Virobay Indemnitees will provide Celera with prompt notice of any claim giving rise to the indemnification obligation pursuant to this Section 9.1; provided that Celera will be relieved of its obligations only if the failure by the Virobay Indemnitee to deliver prompt notice is prejudicial to its ability to defend such action. Each Virobay Indemnitee will provide Celera with the exclusive ability to defend such claim (with the reasonable cooperation of Virobay Indemnitees), subject to Virobay’s right to participate in and have counsel selected by it participate, at Virobay’s expense. Virobay may not settle any claim under this Section 9.1 without Celera’s prior written consent. Celera’s obligation to Indemnify the Virobay Indemnitees pursuant to this Section 9.1 will not apply to the extent of any Losses (i) that arise from the negligence or intentional misconduct of any Virobay Indemnitee; or (ii) that arise from Virobay’s material breach of this Agreement; or (iii) for which Virobay is obligated to Indemnify the Celera Indemnitees pursuant to Section 9.2 of this Agreement15.3.

Indemnification by Celera. Celera hereby agrees to defend, hold harmless and indemnify (collectively “Indemnify”) Virobay, Pharmacyclics and its Affiliates, and their respective agents, directors, officers and employees (the “Virobay Pharmacyclics Indemnitees”) from and against any and all Losses arising out of (a) any making, having made, using, selling, having sold, offering for sale, or import and/or otherwise distributing Assigned Products by, on behalf of, or under the authority of Celera, its Affiliates or any Third Party claims prior to the extent Effective Date, (b) any exploitation of the Celera Intellectual Property by or under the authority of Celera prior to the Effective Date, and (c) any Third Party claim resulting directly or indirectly out of or arising from: (i) any of Celera’s representations [***] indicates material that has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission. and warranties set forth in this Agreement being untrue in any material respect when made, (ii) made or any material breach or material default by Celera of its material covenants and material obligations under this Agreement, or (iii) the conduct of the Celera Programs prior to the Effective Date. To be eligible to be so Indemnified, the Virobay Pharmacyclics Indemnitees will provide Celera with prompt notice of any claim giving rise to the indemnification obligation pursuant to this Section 9.1; 9.1 and the exclusive ability to defend (with the reasonable cooperation of Pharmacyclics Indemnitees) and subject to Pharmacyclics’ right to participate in and have counsel selected by it participate, at Pharmacyclics’ expense, in any action for which Pharmacyclics seeks to be Indemnified by Celera). Pharmacyclics may not settle any claim for the Loss associated with which any Pharmacyclics Indemnitee seeks to be Indemnified by Celera, without Celera’s prior written consent, provided that Celera will be relieved of its obligations only if the failure by the Virobay Pharmacyclics Indemnitee to deliver prompt notice is prejudicial to its ability to defend such action. Each Virobay Indemnitee will provide Celera with the exclusive ability to defend such claim (with the reasonable cooperation of Virobay Indemnitees), subject to Virobay’s right to participate in and have counsel selected by it participate, at Virobay’s expense. Virobay may not settle any claim under this Section 9.1 without Celera’s prior written consent. Celera’s obligation to Indemnify the Virobay Pharmacyclics Indemnitees pursuant to this Section 9.1 will not apply to the extent of any Losses (i) that arise from the negligence or intentional misconduct of any Virobay Pharmacyclics Indemnitee; or (ii) that arise from Virobay’s Pharmacyclics’ material breach of this Agreement; or (iii) for which Virobay Pharmacyclics is obligated to Indemnify the Celera Indemnitees pursuant to Section 9.2 of this Agreement.

Indemnification by Celera. Celera hereby agrees to defend, hold harmless and indemnify (collectively “Indemnify”) Virobay, Pharmacyclics and its Affiliates, and their respective agents, directors, officers and employees (the “Virobay Pharmacyclics Indemnitees”) from and against any and all Losses arising out of (a) any making, having made, using, selling, having sold, offering for sale, or import and/or otherwise distributing Assigned Products by, on behalf of, or under the authority of Celera, its Affiliates or any Third Party claims prior to the extent Effective Date, (b) any exploitation of the Celera Intellectual Property by or under the authority of Celera prior to the Effective Date, and (c) any Third Party claim resulting directly or indirectly out of or arising from: (i) any of Celera’s representations *Confidential Treatment Requested by Celera Corporation* and warranties set forth in this Agreement being untrue in any material respect when made, (ii) made or any material breach or material default by Celera of its material covenants and material obligations under this Agreement, or (iii) the conduct of the Celera Programs prior to the Effective Date. To be eligible to be so Indemnified, the Virobay Pharmacyclics Indemnitees will provide Celera with prompt notice of any claim giving rise to the indemnification obligation pursuant to this Section 9.1; 9.1 and the exclusive ability to defend (with the reasonable cooperation of Pharmacyclics Indemnitees) and subject to Pharmacyclics’ right to participate in and have counsel selected by it participate, at Pharmacyclics’ expense, in any action for which Pharmacyclics seeks to be Indemnified by Celera). Pharmacyclics may not settle any claim for the Loss associated with which any Pharmacyclics Indemnitee seeks to be Indemnified by Celera, without Celera’s prior written consent, provided that Celera will be relieved of its obligations only if the failure by the Virobay Pharmacyclics Indemnitee to deliver prompt notice is prejudicial to its ability to defend such action. Each Virobay Indemnitee will provide Celera with the exclusive ability to defend such claim (with the reasonable cooperation of Virobay Indemnitees), subject to Virobay’s right to participate in and have counsel selected by it participate, at Virobay’s expense. Virobay may not settle any claim under this Section 9.1 without Celera’s prior written consent. Celera’s obligation to Indemnify the Virobay Pharmacyclics Indemnitees pursuant to this Section 9.1 will not apply to the extent of any Losses (i) that arise from the negligence or intentional misconduct of any Virobay Pharmacyclics Indemnitee; or (ii) that arise from Virobay’s Pharmacyclics’ material breach of this Agreement; or (iii) for which Virobay Pharmacyclics is obligated to Indemnify the Celera Indemnitees pursuant to Section 9.2 of this Agreement.

Indemnification by Celera. (a) Except with respect to claims expressly subject to AB’s indemnity of Celera hereby agrees to set forth in Section 15.1, Celera will defend, indemnify and hold harmless and indemnify (collectively “Indemnify”) VirobayAB, its Affiliates, Affiliates and their respective agents, directors, officers officers, employees and employees agents (the “Virobay AB Indemnitees”) from and against any and all Losses arising out claims for losses, damages or expenses asserted by a Third Party against AB or any of its Affiliates caused by: *Confidential Treatment Requested by Celera Corporation* (i) the material breach of any Third Party representation, warranty or covenant made by Celera in this Agreement, the negligence (including gross negligence) or willful misconduct of Celera; (ii) the possession, manufacture, sale, storage, use or transportation of Celera Products or parts or components thereof by any person (including without limitation by any governmental entity), including, without limiting the generality of the foregoing, claims for personal injury to or death of any person (including without limitation employees of AB or Celera) or damage or destruction of tangible property, Diagnostic Losses, even if caused by or alleged to have been caused by the negligence of AB but not to the extent resulting out caused by the gross negligence or willful misconduct of AB, or arising from: the failure of any Celera Product or any component thereof to be qualified, registered or approved under any applicable law; and (iiii) any and all claims for losses, damages or expenses asserted by a Third Party against AB or any of its Affiliates to the extent caused by Celera’s breach of the representations and warranties made by Celera in Section 2.8 (Grant of Rights) of this Agreement, subject to a cap of $[***]. (b) Celera will also indemnify and hold harmless AB from and against AB’s reasonable attorneys’ fees and costs in defending any claims subject to Celera’s indemnity set forth above in Section 15.2(a) with respect to which Celera has not undertaken AB’s defense, except to the extent otherwise set forth in this Agreement being untrue in any material respect when made, (ii) any material breach or material default by Celera of its material covenants and material obligations under this Agreement, or (iii) the conduct of the Celera Programs prior to the Effective Date. To be eligible to be so Indemnified, the Virobay Indemnitees will provide Celera with prompt notice of any claim giving rise to the indemnification obligation pursuant to this Section 9.1; provided that Celera will be relieved of its obligations only if the failure by the Virobay Indemnitee to deliver prompt notice is prejudicial to its ability to defend such action. Each Virobay Indemnitee will provide Celera with the exclusive ability to defend such claim (with the reasonable cooperation of Virobay Indemnitees), subject to Virobay’s right to participate in and have counsel selected by it participate, at Virobay’s expense. Virobay may not settle any claim under this Section 9.1 without Celera’s prior written consent. Celera’s obligation to Indemnify the Virobay Indemnitees pursuant to this Section 9.1 will not apply to the extent of any Losses (i) that arise from the negligence or intentional misconduct of any Virobay Indemnitee; or (ii) that arise from Virobay’s material breach of this Agreement; or (iii) for which Virobay is obligated to Indemnify the Celera Indemnitees pursuant to Section 9.2 of this Agreement15.3.