Indemnification by Genevant Sample Clauses

Indemnification by Genevant. Genevant shall indemnify and hold BioNTech, its Affiliates and Sublicensees, and their respective officers, directors, agents and employees (“BioNTech Indemnitees”) harmless from and against any Claims arising under or related to this Agreement against them to the extent arising or resulting from: (a) the gross negligence or willful misconduct of or violation of Applicable Laws by any of the Genevant Indemnitees; (b) the material breach of any of the covenants, warranties or representations made by Genevant to BioNTech under this Agreement; or (c) any material breach by Genevant of its obligations pursuant to this Agreement; except in each case, to the extent such Claims result from the material breach by BioNTech of any covenant, representation, warranty or other agreement made by BioNTech in this Agreement or the negligence or willful misconduct of any BioNTech Indemnitee. Notwithstanding the above, Genevant will have no obligation to defend or indemnify BioNTech or its Affiliates for any claim brought by a shareholder or a class of shareholders of BioNTech or its Affiliates including, but not limited to, securities fraud claims, shareholder direct claims, and shareholder derivative claims, expect to the extent resulting from the gross negligence or willful misconduct on the part of Genevant or any Affiliate.