Indemnification by Kissei Clause Samples
Indemnification by Kissei. Kissei hereby agrees to defend, indemnify, and hold harmless Rigel, its Affiliates, and licensees and their respective directors, officers, employees, and agents (each, a “Rigel Indemnitee”) from and against any and all Losses to which any Rigel Indemnitee may become subject as a result of any claim, demand, action, or other proceeding by any Third Party to the extent such Losses arise out of: (a) the negligence or willful misconduct of any Kissei Indemnitee, (b) the breach by Kissei of any warranty, representation, covenant, or agreement made by Kissei in this Supply Agreement, (c) the Finish Manufacture, export, import, storage, packaging, or labeling, by or on behalf of Kissei or its Affiliates or sublicensees, of any Product supplied by Rigel hereunder, or (d) the commercialization of any Product supplied by Rigel hereunder; except, in each case (a)-(d), to the extent such Losses arise out of any activities set forth in Section 9.1(a) or (b) for which Rigel is obligated to indemnify any Kissei Indemnitee(s) under Section 9.1.
Indemnification by Kissei. Kissei shall defend, indemnify and hold ObsEva and its Affiliates and sublicensees and all the officers, directors, and employees thereof harmless from and against all suits, claims, liabilities (including, for the avoidance of doubt, product liability claims), costs, damages, judgements and other expenses (including, but not limited to, reasonable legal fees and expenses) arising from:
a) Kissei’s material breach of any term of this Agreement,
b) the negligence, recklessness or willful misconduct or fraud on the part of Kissei or any of its Affiliates or licensees or any of its or their officers, directors or employees with respect to the Compound produced by Kissei or in the performance of this Agreement, or
c) any claims made by Third Party against ObsEva relating to the Compound or Product produced, manufactured, supplied, used, tested, sold or distributed by or on behalf of Kissei or its Affiliates or licensees into the Kissei Territory at any time; provided, however, that Kissei shall not be required to indemnify ObsEva to the extent that any such claims arose out of or resulted from the negligence, recklessness or willful misconduct or fraud of ObsEva or any of its Affiliates or sublicensees.
Indemnification by Kissei. Kissei hereby agrees to defend, indemnify, and hold harmless Rigel, its Affiliates, and licensees and their respective directors, officers, employees, and agents (each, a “Rigel Indemnitee”) from and against any and all Losses to which any Rigel Indemnitee may become subject as a result of any claim, demand, action, or other proceeding by any Third Party to the extent such Losses arise out of: (a) the Development, use, handling, storage, Commercialization, or other disposition of any Compound or Product by Kissei or its Affiliates or Sublicensees or the contractor of any of them, (b) the negligence or willful misconduct of any Kissei Indemnitee, or (c) the breach by Kissei of any warranty, representation, covenant, or agreement made by Kissei in this Agreement; except, in each case (a)-(c), to the extent such Losses arise out of any activities set forth in Section 12.1(a), (b), or (c) for which Rigel is obligated to indemnify any Kissei Indemnitee(s) under Section 12.1.