Indemnification by Checkpoint Sample Clauses

Indemnification by Checkpoint. Checkpoint hereby agrees that it and its Licensees shall Indemnify Adimab, its Affiliates and its and their directors, officers, agents and employees (collectively, “Adimab Indemnitees”) from and against any and all Losses they may suffer as the result of Third-Party Claims arising out of or relating to (a) any breach of a representation or warranty made by Checkpoint under Article 7 (Representations and Warranties), (b) Checkpoint’s research, testing, development, manufacture, use, sale, distribution, licensing and/or commercialization of Program Antibodies and/or Products (or Program-Benefited Antibodies or products incorporating them), (c) Adimab’s use of any Checkpoint Materials, (d) the use by Checkpoint or its Licensees of any Excluded Technology, and (e) contractual obligations of Checkpoint and its Affiliates, except in each case to the extent of any Losses (i) attributable to the negligence or intentional misconduct of any Adimab Indemnitee, or (ii) arising out of any breach of a representation or warranty made by Adimab in Article 7 (Representations and Warranties).

Indemnification by Checkpoint. Checkpoint shall indemnify, defend and hold Licensor and its Affiliates, and each of their respective employees, officers, directors and agents (the “Licensor Indemnitees”) harmless from and against any and all liabilities, damages, penalties, fines, losses, costs and expenses (including reasonable attorneys’ fees and expenses) (individually and collectively, “Losses”) to the extent arising out of any and all Third Party claims, demands, actions or other proceedings (each, a “Claim”) arising out of (a) the testing, use, Development or Commercialization of a Compound or any Licensed Product by or on behalf of Checkpoint, any of the Checkpoint Indemnitees or any Sublicensee, (b) Checkpoint’s, its Affiliates’ or its Sublicensees’ material breach of this Agreement, (c) misappropriation or infringement of, or the use of, any Product Trademarks, (d) Checkpoint’s or its Affiliates’ breach or noncompliance with the terms of any Sublicense arising prior to or as a result of the termination of this Agreement, or (e) Checkpoint’s, its Affiliates’ or its Sublicensees’ gross negligence or willful misconduct, excluding, in the case of each of (a)-(d) above, any Claim or Loss with respect to which Licensor has an obligation to indemnify Checkpoint Indemnitees pursuant to Section 9.2.