Indemnification by Coya Sample Clauses

Indemnification by Coya. Coya shall indemnify, defend and hold harmless ARScience Bio, its Affiliates, their respective directors, officers, employees, consultants and agents, and their respective successors, heirs and assigns (the “ARScience Bio Indemnitees”), from and against all liabilities, damages, losses and expenses (including reasonable attorneys’ fees and expenses of litigation) (collectively, “Losses”) incurred by or imposed upon the ARScience Bio Indemnitees, or any of them, in connection with any Third Party claims, suits, actions, demands or judgments, including personal injury and product liability matters (collectively, “Third Party Claims”), to the extent arising out of: 9.1.1. a breach by Coya of any of its representations, warranties or covenants set forth in this Agreement; 9.1.2. the Exploitation of any Product by Coya or any of its Affiliates, Sublicensees, Subcontractors, Distributors or agents; or 9.1.3. the negligence, recklessness or willful misconduct of Coya or any of its Affiliates, Sublicensees, Subcontractors, Distributors or agents; except in each case to the extent any such Third Party Claim or Losses result from a material breach of this Agreement by ARScience Bio, or the negligence, recklessness or willful misconduct of ARScience Bio or any of its Affiliates or subcontractors; provided that with respect to any such Third Party Claim for which ARScience Bio also has an obligation to any Coya Indemnitee pursuant to Section 9.2 (Indemnification by ARScience Bio), Coya shall indemnify each ARScience Bio Indemnitee for its Losses to the extent of Coya’s responsibility, relative to ARScience Bio (or to Persons for whom ARScience Bio is legally responsible), for the facts underlying the Third Party Claim.