Indemnification by Collaborator. Collaborator shall defend, indemnify, and hold Affymax and Affymax's officers, directors, employees, and agents (the "Affymax Indemnitees") harmless from and against any and all Claims to the extent that such Claims arise out of, are based on, or result from (a) the Development, manufacture, storage, handling, use, promotion, sale, offer for sale, and importation of Products by Collaborator or its Affiliates, sublicensees, or distributors; (b) a breach of any of Collaborator's representations, warranties, and obligations under the Agreement; or (c) the willful misconduct or negligent acts of Collaborator or its Affiliates, or the officers, directors, employees, or agents of Collaborator or its Affiliates. The foregoing indemnity obligation shall not apply if the Affymax Indemnitees fail to comply with the indemnification procedures set forth in Section 11.3, or to the extent that any Claim arises from, is based on, or results from (i) the development, manufacture, storage, handling, use, promotion, sale, offer for sale, and importation of Products by Affymax or its sublicensees or Affiliates in the Affymax Territory and/or the Development activities conducted by or on behalf of Affymax (or its sublicensees or Affiliates in the Affymax Territory, if any), including without limitation the development activities prior to or ongoing as of the Effective Date; (ii) a breach of any of Affymax's representations, warranties, and obligations under the Agreement; or (iii) the willful misconduct or negligent acts of Affymax, its Affiliates, or the officers, directors, employees, or agents of Affymax or its Affiliates. [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.
Indemnification by Collaborator. Collaborator will defend, indemnify, and hold harmless School and its directors, officers, employees, agents, and assigns, to the fullest extent under law, from and against all claims, liabilities, losses, damages, and expenses, including reasonable attorney’s fees, resulting from: (a) claims by third parties arising from Collaborator’s performance of activities under or in breach of this Agreement including, without limitation, claims arising from failure or alleged failure by Collaborator to obtain or comply with required rights and permissions; and (b) claims by School dancers or staff arising from interactions between Collaborator’s staff and School’s dancers and staff. For clarity, this Section 9.4 provides for indemnity, including payment of attorneys’ fees, in respect of both first party and third party claims.
Indemnification by Collaborator. Collaborator hereby agrees to defend, indemnify, and hold harmless Exelixis, its Affiliates, and licensees and their respective directors, officers, employees, and agents (each, an “Exelixis Indemnitee”) from and against any and all Losses to which any Exelixis Indemnitee may become subject as a result of any claim, demand, action, or other proceeding by any Third Party to the extent such Losses arise out of: (a) the manufacturing, Development, use, handling, storage, Commercialization, or other disposition of any Compound or Product by Collaborator, its Affiliates, or Sublicensees or the contractor of any of them, (b) the negligence or willful misconduct of any Collaborator Indemnitee, or (c) the breach by Collaborator of any warranty, representation, covenant, or agreement made by Collaborator in this Agreement; except, in each case (a)-(c), to the extent such Losses arise out of any activities set forth in Sections 12.1(a)-(c) for which Exelixis is obligated to indemnify the Collaborator Indemnitee under Section 12.1.
Indemnification by Collaborator. Collaborator will defend, indemnify, and hold harmless School and its directors, officers, employees, agents, and assigns, to the fullest extent under law, from and against all claims, liabilities, losses, damages, and expenses, including reasonable attorney’s fees, resulting from: (a) claims by third parties arising from Collaborator’s performance of activities under or in breach of this Agreement including, without limitation, claims arising from failure or alleged failure by Collaborator to obtain or comply with required rights and permissions; and (b) claims by School dancers or staff arising from conditions at Collaborator facilities or from interactions between Collaborator’s staff and School’s dancers and staff. For clarity, this Section 9.4 provides for indemnity, including payment of attorneys’ fees, in respect of both first party and third party claims.
Indemnification by Collaborator. Collaborator agrees to defend, indemnify and hold harmless MSD, its Affiliates, and its and their employees, officers, directors, Subcontractors and agents [***].
Indemnification by Collaborator. Collaborator agrees to defend, indemnify and hold harmless MSD, its Affiliates, and its and their employees, directors, Subcontractors and agents from and against any Liability, except to the extent that such Liability was directly caused by: (i) negligence or willful misconduct on the part of MSD (or any of its Affiliates, or its and their employees, directors, Subcontractors or agents); (ii) a breach of this Agreement by MSD; or (iii) a violation of Applicable Law by MSD.
Indemnification by Collaborator. Collaborator hereby agrees to defend, indemnify, and hold harmless Exelixis, its Affiliates, and licensees and their respective directors, officers, employees, and agents (each, an “Exelixis Indemnitee”) from and against any and all Losses to which any Exelixis Indemnitee may become subject as a result of any claim, demand, 57 [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. action, or other proceeding by any Third Party to the extent such Losses arise out of: (a) the manufacturing, Development, use, handling, storage, Commercialization, or other disposition of any Compound or Product by Collaborator, its Affiliates, or Sublicensees or the contractor of any of them, (b) the negligence or willful misconduct of any Collaborator Indemnitee, or (c) the breach by Collaborator of any warranty, representation, covenant, or agreement made by Collaborator in this Agreement; except, in each case (a)-(c), to the extent such Losses arise out of any activities set forth in Sections 12.1(a)-(c) for which Exelixis is obligated to indemnify the Collaborator Indemnitee under Section 12.1.
Indemnification by Collaborator. Collaborator hereby agrees to Indemnify MSB and its Affiliates, and its and their agents, directors, officers and employees (the “MSB Indemnitees”) from and against any and all Losses resulting from Third-Party Claims arising out of: (a) Collaborator’s breach of this Agreement, including any of Collaborator’s representations and warranties under Section 11.1, (b) Collaborator’s gross negligence or intentional misconduct or (c) Collaborator’s conduct of activities under this Agreement. Collaborator’s obligation to Indemnify MSB Indemnitees pursuant to the foregoing sentence shall not apply to the extent that any such Losses are Losses for which MSB is obligated to Indemnify the Collaborator Indemnitees pursuant to Section 11.5.1.
Indemnification by Collaborator. Collaborator will indemnify, defend and hold harmless Pfizer, its Affiliates, Sublicensees, contractors, distributors and each of its and their respective employees, officers, directors and agents (each, a “Pfizer Indemnified Party”) from and against any and all Liabilities that the Pfizer Indemnified Party may be required to pay to one or more Third Parties resulting from or arising out of the material breach by Collaborator of any of its representations, warranties or covenants set forth in Section 8.1, Section 8.2, Section 8.3 or Section 8.4 except to the extent caused by the negligence, recklessness or intentional acts of Pfizer or any Pfizer Indemnified Party.
Indemnification by Collaborator. Collaborator will defend, indemnify, and hold harmless Client, and its directors, officers, employees, agents, and assigns (collectively, the “Client Parties”) against all claims, liabilities, losses, damages, and expenses, including, without limitation, claims in respect of death, bodily injury, or property damage (collectively, “Loss”) any Client Party may suffer and which arise directly or indirectly from: (a) Collaborator’s performance under or breach of this MOU; (b) conditions at Collaborator’s facilities; or (c) actions of Collaborator or Collaborator’s volunteers including, without limitation, interactions between such persons and Program participants, Client members, or Client employees. Collaborator will not have any obligation to indemnify Client to the extent the liability is caused by Client’s own gross negligence or willful misconduct.
