Common use of Indemnification by CRISPR Clause in Contracts

Indemnification by CRISPR. CRISPR hereby agrees to save, defend, indemnify and hold harmless EC from and against any and all losses, damages, liabilities, expenses and costs, including reasonable legal expense and attorneys’ fees (“Losses”), to which she may 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) the gross negligence or willful misconduct of CRISPR, its Affiliates and/or their respective officers, directors, employees, consultants and agents; (b) the breach by CRISPR of any warranty, representation, covenant or agreement made by CRISPR in this Agreement; (c) the practice by CRISPR or Sublicensees of the license granted hereunder; or (d) the development, manufacture, use, handling, storage, sale or other disposition of any Therapeutic Product or Diagnostic Product by or on behalf of CRISPR or Sublicensees; in each case, except to the extent such Losses result from the 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 without limitation Regents, Vienna or any person to whom either of them may have granted, or purported to grant, rights under the Patent Rights) relating to or arising out of: (i) EC entering into this License Agreement with CRISPR and her grant of rights to CRISPR; (ii) 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 EC of any warranty, representation, covenant or agreement made by EC in this Agreement.

Indemnification by CRISPR. Subject to the terms and conditions hereof, CRISPR hereby agrees to saveshall indemnify CureVac, defendits Affiliates, indemnify and its and their directors, officers, employees, approved subcontractors and agents (“CureVac Indemnitees”) and defend and hold harmless EC each of them harmless, from and against any and all Third Party claims and all losses, damages, liabilities, costs and expenses and costs, (including reasonable legal expense and attorneys’ fees and expenses) (collectively, “Losses”), ) that such CureVac Indemnitees may be required to which she may become subject pay to one or more Third Parties to the extent arising from or occurring as a result of any claim, demand, action or other proceeding by any person to the extent such Losses arise out of: (a) the gross negligence or willful misconduct an uncured material breach of any of CRISPR’s representations, its Affiliates and/or their respective officerswarranties or covenants set forth in this Agreement, directors, employees, consultants and agents; (b) the breach exercise by CRISPR and/or any of any warranty, representation, covenant or agreement made by CRISPR in this Agreement; (c) the practice by CRISPR its Affiliates or Sublicensees of the license rights granted hereunder; or to CRISPR pursuant to Sections 4.1 and 7.1 (d) including the developmentDevelopment, manufactureManufacture, use, handling, storage, sale Commercialization or other disposition use of any Therapeutic Product or Diagnostic Product by or on behalf of CRISPR or Sublicensees; in each caseLicensed 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 from the 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 without limitation Regentsnoncompliance with any Applicable Laws, Vienna or any person to whom either of them may have grantedregulations, or purported to grantrules) on the part of a CureVac Indemnitee, rights under the Patent Rights) relating to or arising out of: (i) EC entering into this License Agreement with CRISPR and her grant of rights to CRISPR; (ii) the exercise a breach by CRISPR CureVac of any of its rights under this Agreement; (iii) the filingrepresentations, prosecution, maintenance, enforcement and/or defense by CRISPR of the Patent Rights in relation to the CRISPR Field; warranties 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 EC of any warranty, representation, covenant or agreement made by EC covenants set forth in this Agreement.