Common use of Indemnification by CRISPR Clause in Contracts

Indemnification by CRISPR. Subject to the terms and conditions hereof, CRISPR shall indemnify CureVac, its Affiliates, and its and their directors, officers, employees, approved subcontractors and agents (“CureVac Indemnitees”) and defend and hold each of them harmless, from and against any and all Third Party claims and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) that such CureVac Indemnitees may be required to pay to one or more Third Parties to the extent arising from or occurring as a result of (a) an uncured material breach of any of CRISPR’s representations, warranties or covenants set forth in this Agreement, (b) the exercise by CRISPR and/or any of its Affiliates or Sublicensees of the rights granted to CRISPR pursuant to Sections 4.1 and 7.1 (including the Development, Manufacture, Commercialization or other use of Licensed Products), except to the extent such Losses are in connection with the CureVac Background Intellectual Property or the Foreground Intellectual Property solely owned by CureVac; or (c) the negligence, recklessness, or willful misconduct by CRISPR or its Affiliates. Notwithstanding the foregoing, CRISPR will have no obligations under this Section to the extent Losses arise from or occur as a result of (i) gross negligence or willful misconduct (including noncompliance with any Applicable Laws, regulations, or rules) on the part of a CureVac Indemnitee, or (ii) a breach by CureVac of any representations, warranties or covenants set forth in this Agreement.

Indemnification by CRISPR. Subject CRISPR hereby agrees to the terms and conditions hereofsave, CRISPR shall defend, indemnify CureVac, its Affiliates, and its and their directors, officers, employees, approved subcontractors and agents (“CureVac Indemnitees”) and defend and hold each of them harmless, harmless EC from and against any and all Third Party claims and all losses, damages, liabilities, costs expenses and expenses (costs, including reasonable legal expense and attorneys’ fees and expenses) (collectively, “Losses”) that such CureVac Indemnitees ), to which she may be required to pay to one or more Third Parties to the extent arising from or occurring become subject as a result of any claim, demand, action or other proceeding by any person to the extent such Losses arise out of: (a) an uncured material breach of any the gross negligence or willful misconduct of CRISPR’s representations, warranties or covenants set forth in this Agreementits Affiliates and/or their respective officers, directors, employees, consultants and agents; (b) the exercise breach by CRISPR and/or of any of its Affiliates warranty, representation, covenant or agreement made by CRISPR in this Agreement; (c) the practice by CRISPR or Sublicensees of the rights license granted to CRISPR pursuant to Sections 4.1 and 7.1 hereunder; or (including d) the Developmentdevelopment, Manufacturemanufacture, Commercialization use, handling, storage, sale or other use disposition of Licensed Products)any Therapeutic Product or Diagnostic Product by or on behalf of CRISPR or Sublicensees; in each case, except to the extent such Losses are in connection with result from the CureVac Background Intellectual Property or the Foreground Intellectual Property solely owned by CureVac; or (c) the negligence, recklessness, or willful misconduct by CRISPR or its Affiliates. Notwithstanding the foregoing, CRISPR will have no obligations under this Section to the extent Losses arise from or occur as a result of (i) gross negligence or willful misconduct of EC or the breach by EC of any warranty, representation, covenant or agreement made by EC in this Agreement. To the extent not already covered by CRISPR’s indemnification obligations under the first paragraph of this Section 9.1, CRISPR further agrees hereby to save, defend, indemnify and hold harmless EC from and against any and all Losses to which she may become subject as a result of any claim, demand, action or other proceeding by any person (including noncompliance with without limitation Regents, Vienna or any Applicable Laws, regulationsperson to whom either of them may have granted, or rulespurported to grant, rights under the Patent Rights) on the part relating to or arising out of: (i) EC entering into this License Agreement with CRISPR and her grant of a CureVac Indemnitee, or rights to CRISPR; (ii) a the exercise by CRISPR of any of its rights under this Agreement; (iii) the filing, prosecution, maintenance, enforcement and/or defense by CRISPR of the Patent Rights in relation to the CRISPR Field; or (iv) EC bringing an infringement action under the Patent Rights or other Patent Proceedings at the request, under the direction, and in accordance with the instructions, of CRISPR; in each case, except to the extent such Losses result from the gross negligence or willful misconduct of EC or the breach by CureVac EC of any representationswarranty, warranties representation, covenant or covenants set forth agreement made by EC in this Agreement.