Common use of Indemnification by Licensee Clause in Contracts

Indemnification by Licensee. Subject to Section 12.3, Licensee agrees to defend Arvinas, its Affiliates and their respective directors, officers, employees and agents (collectively, the “Arvinas Indemnitees”), and shall indemnify and hold harmless the Arvinas Indemnitees, from and against any liabilities, losses, costs, damages, fees or expenses payable to a Third Party, and reasonable attorney’s fees and other legal expenses with respect thereto arising out of any claim, action, lawsuit, or other proceeding (collectively, “Losses and Claims”) brought against any Arvinas Indemnitee by a Third Party resulting from: (a) the manufacture, use, handling, storage, sale or other disposition of any Licensed PROTAC or Licensed Product in the Field in the Territory by Licensee, its Affiliates or Sublicensees, including product liability claims, (b) any breach by Licensee of any of its representations, warranties or obligations under this Agreement or breach by Licensee, prior to the A&R Effective Date, of any of its representations, warranties or obligations under the Original Agreement, or (c) the gross negligence or willful misconduct of Licensee or its Affiliates or Sublicensees; except in any such case to the extent such Losses and Claims result from: (i) the gross negligence or willful misconduct of any Arvinas Indemnitee, or (ii) any breach by Arvinas of any of its representations, warranties or obligations pursuant to this Agreement.

Indemnification by Licensee. Subject to Section 12.3, Licensee agrees to defend Arvinaswill indemnify Inhibrx, its Affiliates Affiliates, and its and their respective directors, officers, employees and agents (collectively, the “Arvinas Inhibrx Indemnitees”), ) and shall indemnify defend and hold harmless the Arvinas Indemniteeseach of them harmless, from and against any liabilities, and all Third Party claims and all losses, costs, damages, fees or liabilities, costs and expenses payable to a Third Party, and (including reasonable attorney’s attorneys’ fees and other legal expenses with respect thereto arising out of any claim, action, lawsuit, expenses) that such Indemnitees may be required to pay to one or other proceeding more Third Parties (collectively, “Losses and ClaimsLosses”) brought against to the extent arising from or occurring as a result of (i) Licensee’s breach of any Arvinas Indemnitee by a Third Party resulting from: of its representations or warranties in Section 8, or (aii) the development (other than the development activities conducted by or on behalf of Inhibrx), manufacture, use, handlingoffer for sale, storagedistribution, sale promotion, importation, exportation or other disposition marketing of a Licensed Product, and any Licensed PROTAC claim of personal injury or death arising from the use of a Licensed Product in or any portion thereof. Notwithstanding the Field in the Territory by Licenseeforegoing, its Affiliates or Sublicensees, including product liability claims, (b) any breach by Licensee of any of its representations, warranties or will have no obligations under this Agreement or breach by Licensee, prior Section to the A&R Effective Date, extent Losses arise from or occur as a result of any of its representations, warranties or obligations under the Original Agreement, or (ca) the gross negligence or willful misconduct (including non-compliance with any applicable laws, regulations, or rules) on the part of Licensee or its Affiliates or Sublicensees; except in any such case to the extent such Losses and Claims result from: (i) the gross negligence or willful misconduct of any Arvinas an Inhibrx Indemnitee, or (iib) any breach by Arvinas Inhibrx of any of its representations, warranties warranties, covenants or obligations pursuant to agreements set forth in this Agreement.

Indemnification by Licensee. Subject to Section 12.3, Licensee agrees to indemnify, defend Arvinasand hold harmless Gladstone and any third party sponsors of the research that gave rise to the Licensed Patents (if any), its Affiliates and their respective directorstrustees, officers, employees staff, employees, representatives and agents (collectively, the “Arvinas IndemniteesIndemnified Parties”) against all damages, expenses (including without limitation legal expenses), and shall indemnify and hold harmless the Arvinas Indemniteesclaims, from and against any liabilitiesdemands, losses, costs, damages, fees or expenses payable to a Third Party, and reasonable attorney’s fees and other legal expenses with respect thereto arising out of any claim, action, lawsuitsuits, or other proceeding (collectively, “Losses and Claims”) brought against any Arvinas Indemnitee by a Third Party resulting from: actions arising from (a) the manufacture, use, handling, storage, sale or other disposition a material breach of any Licensed PROTAC or Licensed Product in the Field in the Territory this Agreement by Licensee, its Affiliates or Sublicensees, including product liability claims, ; (b) any breach by Licensee of any of its representations, warranties or obligations under this Agreement or breach by Licensee, prior to the A&R Effective Date, of any of its representations, warranties or obligations under the Original Agreement, or (c) the gross negligence or willful misconduct of Licensee or any of its Affiliates in connection with its obligations under this Agreement; (c) Licensee’s acceptance, use or Sublicenseesdisposal of any materials or their progeny or derivatives; or (d) Licensee’s exercise of license granted hereunder, including without limitation any cause of action relating to product liability concerning any product, process, or service made, used or sold by Licensee or its Affiliates pursuant to any right or license granted under this Agreement; except in any such case to the extent that such Losses and Claims result from: damages, expenses, claims demands, suits or other actions arise from (ix) a material breach of this Agreement by the Indemnified Parties, or (y) the gross negligence or willful misconduct of any Arvinas Indemnitee, or (ii) any breach by Arvinas of any of the Indemnified Parties in connection with its representations, warranties or obligations pursuant to under this Agreement.

Indemnification by Licensee. Subject to Section 12.3, Licensee agrees to defend ArvinasPieris, its Affiliates and their respective directors, officers, stockholders, employees and agents agents, and their respective successors, heirs and assigns (collectively, the “Arvinas Pieris Indemnitees”), and shall will indemnify and hold harmless the Arvinas Pieris Indemnitees, from and against any liabilities, losses, costs, damages, fees or expenses payable to a Third Party, and reasonable attorney’s attorneys’ fees and other legal expenses with respect thereto (collectively, “Losses”) arising out of any claim, action, lawsuit, lawsuit or other proceeding by a Third Party (collectively, “Losses and Third Party Claims”) brought against any Arvinas Pieris Indemnitee by and resulting from or occurring as a Third Party resulting fromresult of: (a) the manufactureDevelopment, use, handling, storage, sale Manufacture or other disposition Commercialization of any Licensed PROTAC Product by Licensee or Licensed Product in the Field in the Territory by Licenseeits Affiliates, its Affiliates or Sublicensees, including product liability claimsdistributors or contractors, (b) any breach by Licensee of any of its representations, warranties or obligations under covenants pursuant to this Agreement or breach by Licensee, prior to the A&R Effective Date, of any of its representations, warranties or obligations under the Original Agreement, or (c) the gross negligence or willful misconduct of Licensee or its Affiliates any Licensee Affiliate or SublicenseesSublicensee in the performance of this Agreement; except in any such case to the extent such Losses and Claims result from: (i) the gross negligence or willful misconduct of any Arvinas Pieris Indemnitee, or (ii) any breach by Arvinas Pieris of any of its representations, warranties warranties, covenants or obligations pursuant to this Agreement, or (iii) any breach of Applicable Law by any Pieris Indemnitee.

Indemnification by Licensee. Subject to Section 12.3, Licensee agrees to defend ArvinasPieris, its Affiliates and their respective directors, officers, stockholders, employees and agents agents, and their respective successors, heirs and assigns (collectively, the “Arvinas Pieris Indemnitees”), and shall will indemnify and hold harmless the Arvinas Pieris Indemnitees, from and against any liabilities, losses, costs, damages, fees or expenses payable to a Third Party, and reasonable attorney’s attorneys’ fees and other legal expenses with respect thereto (collectively, “Losses”) arising out of any claim, action, lawsuit, lawsuit or other proceeding by a Third Party (collectively, “Losses and Third Party Claims”) brought against any Arvinas Pieris Indemnitee by and resulting from or occurring as a Third Party resulting fromresult of: (a) the manufactureDevelopment, use, handling, storage, sale Manufacture or other disposition Commercialization of any Licensed PROTAC Product by Licensee or Licensed Product in the Field in the Territory by Licenseeits Affiliates, its Affiliates or Sublicensees, including product liability claimsdistributors or contractors, (b) any breach by Licensee of any of its representations, warranties or obligations under covenants pursuant to this Agreement or breach by Licensee, prior to the A&R Effective Date, of any of its representations, warranties or obligations under the Original Agreement, or (c) the gross negligence or willful misconduct of Licensee or its Affiliates any Licensee Affiliate or Sublicensees; Sublicensee in the performance of this Agreement; except in any such case to the extent such Losses and Claims result from: (i) the gross negligence or willful misconduct of any Arvinas Pieris Indemnitee, or (ii) any breach by Arvinas Pieris of any of its representations, warranties warranties, covenants or obligations pursuant to this Agreement, or (iii) any breach of Applicable Law by any Pieris Indemnitee.