Common use of Indemnification by Intrexon Clause in Contracts

Indemnification by Intrexon. Intrexon agrees to indemnify, hold harmless, and defend ZIOPHARM and its Affiliates and their respective directors, officers, employees, and agents (collectively, the “ZIOPHARM Indemnitees”) from and against any and all liabilities, damages, costs, expenses, or losses (including reasonable legal expenses and attorneys’ fees) (collectively, “Losses”) resulting from any claims, suits, actions, demands, or other proceedings brought by a Third Party (collectively, “Claims”) to the extent arising from (a) the gross negligence or willful misconduct of Intrexon or any of its Affiliates, or their respective employees or agents, (b) the use, handling, storage or transport of Intrexon Materials by or on behalf of Intrexon or its Affiliates, licensees (other than ZIOPHARM) or sublicensees; or (c) breach by Intrexon of any representation, warranty or covenant in this Agreement. Notwithstanding the foregoing, Intrexon shall not have any obligation to indemnify the ZIOPHARM Indemnitees to the extent that a Claim arises from (i) the gross negligence or willful misconduct of ZIOPHARM or any of its Affiliates, licensees, or sublicensees, or their respective employees or agents; or (ii) a breach by ZIOPHARM of a representation, warranty, or covenant of this Agreement.

Indemnification by Intrexon. Intrexon agrees to indemnify, hold harmless, and defend ZIOPHARM AquaBounty and its Affiliates and their respective directors, officers, employees, and agents (collectively, the “ZIOPHARM AquaBounty Indemnitees”) from and against any and all liabilities, damages, costs, expenses, or losses (including reasonable legal expenses and attorneys’ fees) (collectively, “Losses”) resulting from any claims, suits, actions, demands, or other proceedings brought by a Third Party (collectively, “Claims”) to the extent arising from (a) the gross negligence or willful misconduct of Intrexon or any of its Affiliates, or their respective employees or agents, ; (b) the use, handling, storage or transport of Intrexon Materials by or on behalf of Intrexon or its Affiliates, licensees (other than ZIOPHARMAquaBounty) or sublicensees; or (c) breach by Intrexon of any representation, warranty warranty, covenant, or covenant other material provision in this Agreement. Notwithstanding the foregoing, Intrexon shall not have any obligation to indemnify the ZIOPHARM AquaBounty Indemnitees to the extent that a Claim arises from (i) the gross negligence or willful misconduct of ZIOPHARM AquaBounty or any of its Affiliates, licensees, or sublicensees, or their respective employees or agents; or (ii) a breach by ZIOPHARM AquaBounty of a representation, warranty, covenant, or covenant other material provision of this Agreement.

Indemnification by Intrexon. Intrexon agrees to indemnify, hold harmless, and defend ZIOPHARM Oragenics and its Affiliates and their respective directors, officers, employees, and agents (collectively, the “ZIOPHARM Oragenics Indemnitees”) from and against any and all liabilities, damages, costs, expenses, or losses (including reasonable legal expenses and attorneys’ fees) (collectively, “Losses”) resulting from any claims, suits, actions, demands, or other proceedings brought by a Third Party (collectively, “Claims”) to the extent arising from (a) the gross negligence or willful misconduct of Intrexon or any of its Affiliates, or their respective employees or agents, (b) the use, handling, storage or transport of Intrexon Materials by or on behalf of Intrexon or its Affiliates, licensees (other than ZIOPHARMOragenics) or sublicensees; or (c) breach by Intrexon of any representation, warranty or covenant in this Agreement. Notwithstanding the foregoing, Intrexon shall not have any obligation to indemnify the ZIOPHARM Oragenics Indemnitees to the extent that a Claim arises from (i) the gross negligence or willful misconduct of ZIOPHARM Oragenics or any of its Affiliates, licensees, or sublicensees, or their respective employees or agents; or (ii) a breach by ZIOPHARM Oragenics of a representation, warranty, or covenant of this Agreement.

Indemnification by Intrexon. Intrexon agrees to indemnify, hold harmless, and defend ZIOPHARM Fibrocell and its Affiliates and their respective directors, officers, employees, and agents (collectively, the “ZIOPHARM Fibrocell Indemnitees”) from and against any and all liabilities, damages, costs, expenses, or losses (including reasonable legal expenses and attorneys’ fees) (collectively, “Losses”) resulting from any claims, suits, actions, demands, or other proceedings brought by a Third Party (collectively, “Claims”) to the extent arising from (a) the gross negligence or willful misconduct of Intrexon or any of its Affiliates, or their respective employees or agents, (b) the use, handling, storage or transport of Intrexon Materials by or on behalf of Intrexon or its Affiliates, licensees (other than ZIOPHARMFibrocell) or sublicensees; or (c) breach by Intrexon of any representation, warranty or covenant in this Agreement. Notwithstanding the foregoing, Intrexon shall not have any obligation to indemnify the ZIOPHARM Fibrocell Indemnitees to the extent that a Claim arises from (i) the gross negligence or willful misconduct of ZIOPHARM Fibrocell or any of its Affiliates, licensees, or sublicensees, or their respective employees or agents; or (ii) a breach by ZIOPHARM Fibrocell of a representation, warranty, or covenant of this Agreement.

Indemnification by Intrexon. Intrexon agrees to indemnify, hold harmless, and defend ZIOPHARM Ampliphi and its Affiliates and their respective directors, officers, employees, and agents (collectively, the “ZIOPHARM Ampliphi Indemnitees”) from and against any and all liabilities, damages, costs, expenses, or losses (including reasonable legal expenses and attorneys’ fees) (collectively, “Losses”) resulting from any claims, suits, actions, demands, or other proceedings brought by a Third Party (collectively, “Claims”) to the extent arising from (a) the gross negligence or willful misconduct of Intrexon or any of its Affiliates, or their respective employees or agents, (b) the use, handling, storage or transport of Intrexon Materials by or on behalf of Intrexon or its Affiliates, licensees (other than ZIOPHARMAmpliphi) or sublicensees; or (c) breach by Intrexon of any representation, warranty or covenant in this Agreement. Notwithstanding the foregoing, Intrexon shall not have any obligation to indemnify the ZIOPHARM Ampliphi Indemnitees to the extent that a Claim arises from (i) the gross negligence or willful misconduct of ZIOPHARM Ampliphi or any of its Affiliates, licensees, or sublicensees, or their respective employees or agents; or (ii) a breach by ZIOPHARM Ampliphi of a representation, warranty, or covenant of this Agreement.

Indemnification by Intrexon. Intrexon agrees to indemnify, hold harmless, and defend ZIOPHARM Synthetic and its Affiliates and their respective directors, officers, employees, and agents (collectively, the “ZIOPHARM Synthetic Indemnitees”) from and against any and all liabilities, damages, costs, expenses, or losses (including reasonable legal expenses and attorneys’ fees) (collectively, “Losses”) resulting from any claims, suits, actions, demands, or other proceedings brought by a Third Party (collectively, “Claims”) to the extent arising from (a) the gross negligence or willful misconduct of Intrexon or any of its Affiliates, or their respective employees or agents, (b) the use, handling, storage or transport of Intrexon Materials by or on behalf of Intrexon or its Affiliates, licensees (other than ZIOPHARMSynthetic) or sublicensees; or (c) breach by Intrexon of any representation, warranty or covenant in this Agreement. Notwithstanding the foregoing, Intrexon shall not have any obligation to indemnify the ZIOPHARM Synthetic Indemnitees to the extent that a Claim arises from (i) the gross negligence or willful misconduct of ZIOPHARM Synthetic or any of its Affiliates, licensees, or sublicensees, or their respective employees or agents; or (ii) a breach by ZIOPHARM Synthetic of a representation, warranty, or covenant of this Agreement.

Indemnification by Intrexon. Intrexon agrees to indemnify, hold harmless, and defend ZIOPHARM Elanco and its Affiliates and their respective directors, officers, employees, and agents (collectively, the “ZIOPHARM Elanco Indemnitees”) from and against any and all liabilities, damages, costs, expenses, or losses (including reasonable legal expenses and attorneys’ fees) (collectively, “Losses”) resulting from any claims, suits, actions, demands, or other proceedings brought by a Third Party (collectively, “Claims”) to the extent arising from (a) the gross negligence or willful misconduct of Intrexon or any of its Affiliates, or their respective employees or agents, (b) the use, handling, storage or transport of Intrexon Materials by or on behalf of Intrexon or its Affiliates, licensees (other than ZIOPHARMElanco) or sublicensees; or (c) breach by Intrexon of any representation, warranty or covenant in this Agreement; or (d) [*****]. Notwithstanding the foregoing, Intrexon shall not have any obligation to indemnify the ZIOPHARM Elanco Indemnitees to the extent that a Claim arises from (i) the gross negligence or willful misconduct of ZIOPHARM Elanco or any of its Affiliates, licensees, or sublicensees, or their respective employees or agents; or (ii) a breach by ZIOPHARM Elanco of a representation, warranty, or covenant of this Agreement.

Indemnification by Intrexon. Intrexon agrees to indemnify, hold harmless, and defend ZIOPHARM Soligenix and its Affiliates and their respective directors, officers, employees, and agents (collectively, the “ZIOPHARM Soligenix Indemnitees”) from and against any and all liabilities, damages, costs, expenses, or losses (including reasonable legal expenses and attorneys’ fees) (collectively, “Losses”) resulting from any claims, suits, actions, demands, or other proceedings brought by a Third Party (collectively, “Claims”) to the extent arising from (a) the gross negligence or willful misconduct of Intrexon or any of its Affiliates, or their respective employees or agents, (b) the use, handling, storage or transport of Intrexon Materials by or on behalf of Intrexon or its Affiliates, licensees (other than ZIOPHARMSoligenix) or sublicensees; or (c) breach by Intrexon of any representation, warranty or covenant in this Agreement. Notwithstanding the foregoing, Intrexon shall not have any obligation to indemnify the ZIOPHARM Soligenix Indemnitees to the extent that a Claim arises from (i) the gross negligence or willful misconduct of ZIOPHARM Soligenix or any of its Affiliates, licensees, or sublicensees, or their respective employees or agents; or (ii) a breach by ZIOPHARM Soligenix of a representation, warranty, or covenant of this Agreement.

Indemnification by Intrexon. Intrexon agrees to indemnify, hold harmless, and defend ZIOPHARM Oragenics and its Affiliates and their respective directors, officers, employees, and agents (collectively, the “ZIOPHARM Oragenics Indemnitees”) from and against any and all liabilities, damages, costs, expenses, or losses (including reasonable legal expenses and attorneys’ fees) (collectively, “Losses”) resulting from any claims, suits, actions, demands, or other proceedings brought by a Third Party (collectively, “Claims”) to the extent arising from (a) the gross negligence or willful misconduct of Intrexon or any of its Affiliates, or their respective employees or agents, (b) the use, handling, storage or transport of Intrexon Materials or materials that are Actobiotics IP, by or on behalf of Intrexon or its Affiliates, licensees (other than ZIOPHARMOragenics) or sublicensees; or (c) breach by Intrexon or Actobiotics of any representation, warranty or covenant in this Agreement. Notwithstanding the foregoing, Intrexon shall not have any obligation to indemnify the ZIOPHARM Oragenics Indemnitees to the extent that a Claim arises from (i) the gross negligence or willful misconduct of ZIOPHARM Oragenics or any of its Affiliates, licensees, or sublicensees, or their respective employees or agents; or (ii) a breach by ZIOPHARM Oragenics of a representation, warranty, or covenant of this Agreement.

Indemnification by Intrexon. Intrexon agrees to indemnify, hold harmless, and defend ZIOPHARM Adeona and its Affiliates and their respective directors, officers, employees, and agents (collectively, the “ZIOPHARM Adeona Indemnitees”) from and against any and all liabilities, damages, costs, expenses, or losses (including reasonable legal expenses and attorneys’ fees) (collectively, “Losses”) resulting from any claims, suits, actions, demands, or other proceedings brought by a Third Party (collectively, “Claims”) to the extent arising from (a) the gross negligence or willful misconduct of Intrexon or any of its Affiliates, or their respective employees or agents, (b) the use, handling, storage or transport of Intrexon Materials by or on behalf of Intrexon or its Affiliates, licensees (other than ZIOPHARMAdeona) or sublicensees; or (c) breach by Intrexon of any representation, warranty or covenant in this Agreement. Notwithstanding the foregoing, Intrexon shall not have any obligation to indemnify the ZIOPHARM Adeona Indemnitees to the extent that a Claim arises from (i) the gross negligence or willful misconduct of ZIOPHARM Adeona or any of its Affiliates, licensees, or sublicensees, or their respective employees or agents; or (ii) a breach by ZIOPHARM Adeona of a representation, warranty, or covenant of this Agreement.

Indemnification by Intrexon. Intrexon agrees to indemnify, hold harmless, and defend ZIOPHARM Genopaver and its Affiliates and their respective directors, officers, employees, and agents (collectively, the “ZIOPHARM Genopaver Indemnitees”) from and against any and all liabilities, damages, costs, expenses, or losses (including reasonable legal expenses and attorneys’ fees) (collectively, “Losses”) resulting from any claims, suits, actions, demands, or other proceedings brought by a Third Party (collectively, “Claims”) to the extent arising from (a) the gross negligence or willful misconduct of Intrexon or any of its Affiliates, or their respective employees or agents, (b) the use, handling, storage or transport of Intrexon Materials by or on behalf of Intrexon or its Affiliates, licensees (other than ZIOPHARMGenopaver) or sublicensees; or (c) breach by Intrexon of any representation, warranty or covenant in this Agreement. Notwithstanding the foregoing, Intrexon shall not have any obligation to indemnify the ZIOPHARM Genopaver Indemnitees to the extent that a Claim arises from (i) the gross negligence or willful misconduct of ZIOPHARM Genopaver or any of its Affiliates, licensees, or sublicensees, or their respective employees or agents; or (ii) a breach by ZIOPHARM Genopaver of a representation, warranty, or covenant of this Agreement. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.

Indemnification by Intrexon. Intrexon agrees to indemnify, hold harmless, and defend ZIOPHARM Fibrocell and its Affiliates and its and their respective directors, officers, employees, and agents (collectively, the “ZIOPHARM Fibrocell Indemnitees”) from and against any and all liabilities, damages, costs, expenses, or losses (including reasonable legal expenses and attorneys’ fees) (collectively, “Losses”) resulting from any claims, suits, actions, demands, or other proceedings brought by a Third Party (collectively, “Claims”) to the extent arising from (a) the gross negligence or willful misconduct of Intrexon or any of its Affiliates, or their respective employees or agents, (b) the use, handling, storage or transport of Intrexon Materials by or on behalf of Intrexon or its Affiliates, licensees (other than ZIOPHARMFibrocell) or sublicensees; or (c) breach by Intrexon of any representation, warranty or covenant in this Agreement. Notwithstanding the foregoing, Intrexon shall not have any obligation to indemnify the ZIOPHARM Fibrocell Indemnitees to the extent that a Claim arises from (i) the gross negligence or willful misconduct of ZIOPHARM Fibrocell or any of its Affiliates, licensees, or sublicensees, or their respective employees or agents; or (ii) a breach by ZIOPHARM Fibrocell of a representation, warranty, or covenant of this Agreement.

Indemnification by Intrexon. Intrexon agrees to indemnify, hold harmless, and defend ZIOPHARM BioLife and its Affiliates and their respective directors, officers, employees, and agents (collectively, the “ZIOPHARM BioLife Indemnitees”) from and against any and all liabilities, damages, costs, expenses, or losses (including reasonable legal expenses and attorneys’ fees) (collectively, “Losses”) resulting from any claims, suits, actions, demands, or other proceedings brought by a Third Party (collectively, “Claims”) to the extent arising from (a) the gross negligence or willful misconduct of Intrexon or any of its Affiliates, or their respective employees or agents, (b) the use, handling, storage or transport of Intrexon Materials by or on behalf of Intrexon or its Affiliates, licensees (other than ZIOPHARMBioLife) or sublicensees; or (c) breach by Intrexon of any representation, warranty or covenant in this Agreement. Notwithstanding the foregoing, Intrexon shall not have any obligation to indemnify the ZIOPHARM BioLife Indemnitees to the extent that a Claim arises from (i) the gross negligence or willful misconduct of ZIOPHARM BioLife or any of its Affiliates, licensees, or sublicensees, or their respective employees or agents; or (ii) a breach by ZIOPHARM BioLife of a representation, warranty, or covenant of this Agreement.

Indemnification by Intrexon. Intrexon agrees to indemnify, hold harmless, and defend ZIOPHARM OvaXon and its Affiliates and their respective directors, officers, employees, and agents (collectively, the “ZIOPHARM OvaXon Indemnitees”) from and against any and all liabilities, damages, costs, expenses, or losses (including reasonable legal expenses and attorneys’ fees) (collectively, “Losses”) resulting from any claims, suits, actions, demands, or other proceedings brought by a Third Party (collectively, “Claims”) to the extent arising from (a) the gross negligence or willful misconduct of Intrexon or any of its Affiliates, or their respective employees or agents, (b) the use, handling, storage or transport of Intrexon Materials by or on behalf of Intrexon or its Affiliates, licensees (other than ZIOPHARMOvaXon) or sublicensees; or (c) the breach by Intrexon of any representation, warranty or covenant in this Agreement. Notwithstanding the foregoing, Intrexon shall not have any obligation to indemnify the ZIOPHARM OvaXon Indemnitees to the extent that a Claim arises from (i) the gross negligence or willful misconduct of ZIOPHARM OvaXon or any of its Affiliates, licensees, or sublicensees, or their respective employees or agents; or (ii) a breach by ZIOPHARM OvaXon of a representation, warranty, or covenant of this Agreement.

Indemnification by Intrexon. Intrexon agrees to indemnify, hold harmless, and defend ZIOPHARM Synthetic and its Affiliates and its and their respective directors, officers, employees, and agents (collectively, the “ZIOPHARM Synthetic Indemnitees”) from and against any and all liabilities, damages, costs, expenses, or losses (including reasonable legal expenses and attorneys’ fees) (collectively, “Losses”) resulting from any claims, suits, actions, demands, or other proceedings brought by a Third Party (collectively, “Claims”) to the extent arising from (a) the gross negligence or willful misconduct of Intrexon or any of its Affiliates, or their respective employees or agents, (b) the use, handling, storage or transport of Intrexon Materials by or on behalf of Intrexon or its Affiliates, licensees (other than ZIOPHARMSynthetic) or sublicensees; or (c) breach by Intrexon of any representation, warranty or covenant in this Agreement. Notwithstanding the foregoing, Intrexon shall not have any obligation to indemnify the ZIOPHARM Synthetic Indemnitees to the extent that a Claim arises from (i) the gross negligence or willful misconduct of ZIOPHARM Synthetic or any of its Affiliates, licensees, or sublicensees, or their respective employees or agents; or (ii) a breach by ZIOPHARM Synthetic of a representation, warranty, or covenant of this Agreement.

Indemnification by Intrexon. Intrexon agrees to indemnify, hold harmless, and defend ZIOPHARM NewCo and its Affiliates and their respective directors, officers, employees, and agents (collectively, the “ZIOPHARM NewCo Indemnitees”) from and against any and all liabilities, damages, costs, expenses, or losses (including reasonable legal expenses and attorneys’ fees) (collectively, “Losses”) resulting from any claims, suits, actions, demands, or other proceedings brought by a Third Party (collectively, “Claims”) to the extent arising from (a) the gross negligence or willful misconduct of Intrexon or any of its Affiliates, or their respective employees or agents, (b) the use, handling, storage or transport of Intrexon Materials by or on behalf of Intrexon or its Affiliates, licensees (other than ZIOPHARMNewCo) or sublicensees; or (c) breach by Intrexon of any representation, warranty or covenant in this Agreement. Notwithstanding the foregoing, Intrexon shall not have any obligation to indemnify the ZIOPHARM NewCo Indemnitees to the extent that a Claim arises from (i) the gross negligence or willful misconduct of ZIOPHARM NewCo or any of its Affiliates, licensees, or sublicensees, or their respective employees or agents; or (ii) a breach by ZIOPHARM NewCo of a representation, warranty, or covenant of this Agreement.

Indemnification by Intrexon. Intrexon agrees to indemnify, hold harmless, and defend ZIOPHARM OvaScience and its Affiliates and their respective directors, officers, employees, and agents (collectively, the “ZIOPHARM OvaScience Indemnitees”) from and against any and all liabilities, damages, costs, expenses, or losses (including reasonable legal expenses and attorneys’ fees) (collectively, “Losses”) resulting from any claims, suits, actions, demands, or other proceedings brought by a Third Party (collectively, “Claims”) to the extent arising from (a) the gross negligence or willful misconduct of Intrexon or any of its Affiliates, or their respective employees or agents, (b) the use, handling, storage or transport of Intrexon Materials by or on behalf of Intrexon or its Affiliates, licensees (other than ZIOPHARMOvaScience) or sublicensees; or (c) the breach by Intrexon of any representation, warranty or covenant in this Agreement. Notwithstanding the foregoing, Intrexon shall not have any obligation to indemnify the ZIOPHARM OvaScience Indemnitees to the extent that a Claim arises from (i) the gross negligence or willful misconduct of ZIOPHARM OvaScience or any of its Affiliates, licensees, or sublicensees, or their respective employees or agents; or (ii) a breach by ZIOPHARM OvaScience of a representation, warranty, or covenant of this Agreement.

Indemnification by Intrexon. Intrexon agrees to indemnify, hold harmless, and defend ZIOPHARM Histogenics and its Affiliates and its and their respective directors, officers, employees, and agents (collectively, the “ZIOPHARM Histogenics Indemnitees”) from and against any and all third party liabilities, damages, costs, expenses, or losses (including reasonable legal expenses and attorneys’ fees) (collectively, “Losses”) resulting from any claims, suits, actions, demands, or other proceedings brought by a Third Party (collectively, “Claims”) to the extent arising from (a) the gross negligence or willful misconduct of Intrexon or any of its Affiliates, or their respective employees or agents, (b) the use, handling, storage or transport of Intrexon Materials by or on behalf of Intrexon or its Affiliates, licensees (other than ZIOPHARMHistogenics) or sublicensees; or any of its or their employees and independent contractors or (c) breach by Intrexon of any representation, ,warranty or covenant in this Agreement. Notwithstanding the foregoing, Intrexon shall not have any obligation to indemnify the ZIOPHARM Histogenics Indemnitees to the extent that a Claim arises from (i) the negligence, gross negligence or willful misconduct of ZIOPHARM Histogenics or any of its Affiliates, licensees, or sublicensees, or its or their respective employees or agents; or (ii) a breach by ZIOPHARM Histogenics or any of its Affiliates, licensees, or sublicensees, or its or their respective employees or agents of a representation, warranty, or covenant or other provision of this Agreement.