Common use of Indemnification by CureVac Clause in Contracts

Indemnification by CureVac. CureVac will indemnify Arcturus, its Affiliates and their respective directors, officers, employees, Third Party licensors and agents, and their respective successors, heirs and assigns (collectively, “Arcturus Indemnitees”), and defend and hold each of them harmless, from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) in connection with any and all suits, investigations, claims or demands of Third Parties (collectively, “Third Party Claims”) against the Arcturus Indemnitees to the extent arising from or occurring as a result of: (i) the breach by CureVac of any representation or warranty of this License Agreement; (ii) any gross negligence or willful misconduct on the part of any CureVac Indemnitee; or (iii) the development, manufacture or commercialization by or on behalf of CureVac or any of its Affiliates or Sublicensees of Licensed Product other than if related to an LMD component thereof specifically provided by Arcturus, except in each case (i)-(iii) to the extent arising from or occurring as a result of the gross negligence or willful misconduct on the part of an Arcturus Indemnitee or Arcturus’ breach of this License Agreement.

Indemnification by CureVac. CureVac will indemnify ArcturusAcuitas, its Affiliates and their respective directors, officers, employees, Third Party licensors employees and agents, and their respective successors, heirs and assigns (collectively, “Arcturus Acuitas Indemnitees”), and defend and hold each of them harmless, from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) Losses in connection with any and all suits, investigations, claims or demands of Third Parties (collectively, “Third Party Claims”) Claims against the Arcturus Acuitas Indemnitees to the extent arising from or occurring as a result of: (i) the breach by CureVac of any representation or warranty provision of this License Agreement; Agreement; or (ii) any gross negligence or willful misconduct on the part of any CureVac Indemnitee; Indemnitee; or (iii) any alleged infringement or misappropriation of Patents or other intellectual property rights by Acuitas in the development, manufacture or commercialization by or conduct of the Work Plan based solely on behalf Acuitas’ use of CureVac or any Technology as permitted hereunder in the performance of its Affiliates or Sublicensees the Program (excluding, for clarity, infringement of Licensed Product other than if related to an LMD component thereof specifically provided Acuitas LNP Technology used by ArcturusAcuitas in the performance of the Work Plan), except in each case (i)-(iii) to the extent arising from or occurring as a result of the gross negligence or willful misconduct on the part of an Arcturus Acuitas Indemnitee or ArcturusAcuitas’ breach of this License Agreement.

Indemnification by CureVac. CureVac will indemnify Arcturus, its Affiliates and their respective directors, officers, employees, Third Party licensors employees and agents, and their respective successors, heirs and assigns (collectively, “"Arcturus Indemnitees”"), and defend and hold each of them harmless, from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) Losses in connection with any and all suits, investigations, claims or demands of Third Parties (collectively, “Third Party Claims”) Claims against the Arcturus Indemnitees to the extent arising from or occurring as a result of: (i) the breach by CureVac of any representation or warranty of under this License Agreement; or (ii) any gross negligence or willful misconduct on the part of any CureVac Indemnitee; or (iii) any alleged infringement or misappropriation of Patents or other intellectual property rights by Arcturus in the development, manufacture or commercialization by or conduct of the Work Plan based solely on behalf Arcturus’ use of CureVac or any Technology as permitted hereunder (excluding, for clarity, infringement of its Affiliates or Sublicensees Arcturus LMD Technology used by Arcturus in the performance of Licensed Product other than if related to an LMD component thereof specifically provided by Arcturusthe Work Plan), except in each case of cases (i)-(iii) to the extent arising from or occurring as a result of the gross negligence or willful misconduct on the part of an Arcturus Indemnitee or Arcturus’ breach of this License Agreement.

Indemnification by CureVac. CureVac will indemnify Arcturus, its Affiliates and their respective directors, officers, employees, Third Party licensors employees and agents, and their respective successors, heirs and assigns (collectively, “"Arcturus Indemnitees”"), and defend and hold each of them harmless, from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) Losses in connection with any and all suits, investigations, claims or demands of Third Parties (collectively, “Third Party Claims”) Claims against the Arcturus Indemnitees to the extent arising from or occurring as a result of: (i) the breach by CureVac of any representation or warranty of under this License Agreement; Agreement; or (ii) any gross negligence or willful misconduct on the part of any CureVac Indemnitee; Indemnitee; or (iii) any alleged infringement or misappropriation of Patents or other intellectual property rights by Arcturus in the development, manufacture or commercialization by or conduct of the Work Plan based solely on behalf Arcturus’ use of CureVac or any Technology as permitted hereunder (excluding, for clarity, infringement of its Affiliates or Sublicensees Arcturus LMD Technology used by Arcturus in the performance of Licensed Product other than if related to an LMD component thereof specifically provided by Arcturusthe Work Plan), except in each case of cases (i)-(iii) to the extent arising from or occurring as a result of the gross negligence or willful misconduct on the part of an Arcturus Indemnitee or Arcturus’ breach of this License Agreement.