Indemnification by GENTA Sample Clauses
The "Indemnification by GENTA" clause requires GENTA to compensate or protect the other party from losses, damages, or liabilities that may arise from specific actions or omissions related to the agreement. Typically, this means that if a third party brings a claim against the other party due to GENTA's conduct—such as intellectual property infringement or breach of contract—GENTA will be responsible for covering legal costs, settlements, or damages. This clause serves to allocate risk by ensuring that the party not at fault is shielded from financial harm caused by GENTA's actions.
Indemnification by GENTA. GENTA shall defend AVENTIS, its AFFILIATES and their MARKETING DISTRIBUTORS, and their respective officers, directors, shareholders, employees, successors and assigns (the "AVENTIS Indemnified Parties") from and against, and shall indemnify and hold harmless the AVENTIS Indemnified Parties from and against any and all LOSSES to the extent arising out of, any CLAIMS of THIRD PARTIES alleging (i) GENTA's negligence or willful misconduct in exercising or performing any of its rights or obligations under this AGREEMENT or the Global Supply Agreement, (ii) a material breach by GENTA of any of its representations, warranties or covenants under this AGREEMENT or the Global Supply Agreement, (iii) the manufacture, use, marketing or sale of COMPOUND or PRODUCT by GENTA following the term of this AGREEMENT, (iv) any activities (*), (v) any breach by GENTA of its obligations (including, without limitation, any payment obligations) under the GENTA THIRD PARTY AGREEMENTS.
Indemnification by GENTA. Genta hereby agrees to Indemnify Daiichi Sankyo and its Affiliates, and its and their agents, directors, contractors, representatives, officers and employees (the “Daiichi Sankyo Indemnitees”) from and against any and all Losses resulting from Third-Party Claims relating to or arising from: (i) a material breach of any of Genta’s representations, warranties or covenants under Section 8.1 or 8.3 or other obligations pursuant to this Agreement; (ii) any gross negligence, willful misconduct or wrongful intentional acts or omissions of Genta, its Affiliates, or their officers, directors, employees, contractors, consultants, agents, representatives, or sublicensees in the exercise of any of Genta’s rights or the performance of any of Genta’s obligations under this Agreement; (iii) any tort claims of personal injury (including death) or property damage relating to or arising out of any sale, offer for sale or importation of any Product in the Territory by Genta, its Affiliates or sublicensees; or (iv) any claims relating to or arising out of the marketing or sales activities in the Territory, as such, of Genta, its Affiliates or its sublicensees. Genta’s obligation to Indemnify the Daiichi Sankyo Indemnitees pursuant to the foregoing sentence shall not apply to the extent that any such Losses: (a) arise from the gross negligence, willful misconduct or wrongful intentional acts or omissions of any Daiichi Sankyo Indemnitee; (b) are Losses for which Daiichi Sankyo is obligated to Indemnify the Genta Indemnitees pursuant to Section 9.1; or (c) otherwise arose prior to the Effective Date.