Common use of Indemnification by Licensor Clause in Contracts

Indemnification by Licensor. Licensor shall indemnify, defend and hold Company and its Affiliates and each of their respective agents, employees, officers and directors and their respective heirs, successors and assigns (“Company Indemnitees”) harmless from and against any and all liability, damage, loss, cost or expense (including reasonable attorney’s fees and expenses of litigation) to the extent arising out of Third Party claims, actions, demands, suits or judgments related to: (a) Licensor’s negligence or willful misconduct; (b) Licensor’s performance of its obligations under this Agreement; (c) willful breach by Licensor of its representations, warranties or covenants set forth in ARTICLE 9; or (d) Licensor or its Affiliates activities outside the Territory with respect to the Collaboration Compound and Product, or within the Territory with respect to the Phase I Clinical Trials; provided, however, that Licensor’s obligations pursuant to this Section 10.2 shall not apply (i) to the extent that such claims or suits result from the negligence or willful misconduct of any of Company Indemnitees, (ii) with respect to claims or suits arising out of breach by Company of its warranties set forth in ARTICLE 9.

Indemnification by Licensor. Licensor shall indemnify, defend and hold Company and its Affiliates and each of their respective agents, employees, officers and directors and their respective heirs, successors and assigns (“Company Indemnitees”) harmless from and against any and all liability, damage, loss, cost or expense (including reasonable attorney’s fees and expenses of litigation) to the extent arising out of Third Party claims, actions, demands, suits or judgments related to: (a) Licensor’s negligence or willful misconduct; (b) Licensor’s performance of its obligations under this Agreement; (c) willful breach by Licensor of its representations, warranties or covenants set forth in ARTICLE Article 9; or (d) Licensor or its Affiliates activities outside in the Reserved Territory with respect to the Collaboration Compound and Product, or within the Company Territory with respect to the Phase I Clinical Trials; provided, however, that Licensor’s obligations pursuant to this Section 10.2 shall not apply (i) to the extent that such claims or suits result from the negligence or willful misconduct of any of Company Indemnitees, (ii) with respect to claims or suits arising out of breach by Company of its warranties set forth in ARTICLE Article 9.

Indemnification by Licensor. Licensor shall indemnify, defend and hold Company and its Affiliates and each of their respective agents, employees, officers and directors and their respective heirs, successors and assigns (“Company Indemnitees”) harmless from and against any and all liability, damage, loss, cost or expense (including reasonable attorney’s fees and expenses of litigationfees) to the extent arising out of Third Party claims, actions, demands, claims or suits or judgments (including Third Party Actions) related to: (a) Licensor’s negligence or willful misconduct; (b) Licensor’s performance of its obligations under this Agreement; (c) willful breach by Licensor of its representations, warranties or covenants set forth in ARTICLE 98; or (d) Licensor or its Affiliates activities outside the Territory with respect to the Collaboration Compound and Product, or within the Territory with respect to the Phase I Clinical Trialsany Third Party Action; provided, however, that Licensor’s obligations pursuant to this Section 10.2 9.2 shall not apply (i) to the extent that such claims or suits result from the negligence or willful misconduct of any of Company Indemnitees, Indemnitees or (ii) with respect to claims or suits arising out of a breach by Company of its representations or warranties set forth in ARTICLE 98.

Indemnification by Licensor. Licensor shall indemnify, defend and hold Company and its Affiliates and each of their respective agents, employees, officers and directors and their respective heirs, successors and assigns (“Company Indemnitees”) harmless from and against any and all liability, damage, loss, cost or expense (including reasonable attorney’s fees and expenses of litigation) to the extent arising out of Third Party claims, actions, demands, suits or judgments related to: (a) Licensor’s gross negligence or willful misconduct; (b) Licensor’s performance of failure to perform its obligations under this Agreement; (c) willful breach by Licensor of its representations, warranties or covenants set forth in ARTICLE Article 9; or (d) the Development of any Product or the Commercialization (including, without limitation, the use by any Person) of any Product by Licensor or any of its Affiliates activities outside Affiliates, Sublicensees, distributors or agents in the Territory with respect to the Collaboration Compound and Product, or within the Territory with respect to the Phase I Clinical TrialsTerritory; provided, however, that Licensor’s obligations pursuant to this Section 10.2 shall not apply (i) to the extent that such claims or suits result from the negligence or willful misconduct of any of Company Indemnitees, (ii) with respect to claims or suits arising out of breach by Company of its warranties set forth in ARTICLE Article 9, and (iii) with respect to claims or suits arising out of the use of the Products in the Territory.

Indemnification by Licensor. Licensor shall indemnify, defend and hold Company Merck and its Affiliates and each of their respective agents, employees, officers and directors and their respective heirs, successors and assigns (the “Company Merck Indemnitees”) harmless from and against any and all liability, damage, loss, cost or expense (including reasonable attorney’s fees and expenses of litigationfees) to the extent arising out of Third Party claims, actions, demands, claims or suits or judgments related to: to (a) Licensor’s negligence performance of the On-Going Trials, whether prior or willful misconductsubsequent to the Effective Date; (b) the Development, manufacture, use or Commercialization of Compounds or Follow-On Compounds by or on behalf of Licensor, its Affiliates or licensees, or (c) Licensor’s performance of its obligations under this Agreement; (cd) willful breach by Licensor of its representations, warranties or covenants set forth in ARTICLE 9this Agreement; or (de) Licensor or its Affiliates activities outside the Territory with respect to the Collaboration Compound and Product, or within the Territory with respect to the Phase I Clinical Trialsmatters set forth in [**]; provided, however, that Licensor’s obligations pursuant to this Section 10.2 9.2 shall not apply (i) to the extent that such claims or suits (i) result from the negligence or willful misconduct of any of Company Indemnitees, the Merck Indemnitees or (ii) with respect to claims or suits arising arise out of a breach by Company Merck of its representations, warranties or covenants set forth in ARTICLE 9this Agreement.

Indemnification by Licensor. Licensor shall indemnify, defend and hold Company Merck and its Affiliates and each of their respective agents, employees, officers and directors and their respective heirs, successors and assigns (the “Company Merck Indemnitees”) harmless from and against any and all liability, damage, loss, cost or expense (including reasonable attorney’s fees and expenses of litigationfees) to the extent arising out of Third Party claims, actions, demands, claims or suits or judgments related to: to (a) Licensor’s negligence acts or willful misconduct; omissions, subject to the delegation of responsibilities to Merck or its Affiliates under any applicable Charter Agreement, in conducting the On-Going Trials or the Future Trials prior to and during the Interim Period, (b) the Development, manufacture, use or Commercialization of Compounds or Follow-On Compounds by or on behalf of Licensor, its Affiliates or licensees, (c) Licensor’s performance of its obligations under this Agreement; , (cd) willful breach by Licensor of its representations, warranties or covenants set forth in ARTICLE 9; this Agreement, or (de) the matters set forth in paragraph 1 of the letter from Licensor or its Affiliates activities outside the Territory with respect to the Collaboration Compound and ProductMerck dated December 17, or within the Territory with respect to the Phase I Clinical Trials2007; provided, however, that Licensor’s obligations pursuant to this Section 10.2 9.2 shall not apply (i) to the extent that such claims or suits (i) result from the negligence or willful misconduct of any of Company Indemnitees, the Merck Indemnitees or (ii) with respect to claims or suits arising arise out of a breach by Company Merck of its representations, warranties or covenants set forth in ARTICLE 9this Agreement. 5. Section 9.5, Insurance, shall be amended and restated in its entirety as follows:

Indemnification by Licensor. Licensor shall indemnify, defend and hold Company Merck and its Affiliates and each of their respective agents, employees, officers and directors and their respective heirs, successors and assigns (the “Company Merck Indemnitees”) harmless from and against any and all liability, damage, loss, cost or expense (including reasonable attorney’s fees and expenses of litigationfees) to the extent arising out of Third Party claims, actions, demands, claims or suits or judgments related to: (a) the Abili-T Trial; (b) Licensor’s negligence or willful misconduct; (bc) Licensor’s performance of its obligations under this Agreement; or (cd) willful breach by Licensor of its representations, warranties or covenants set forth in ARTICLE 9; or (d) Licensor or its Affiliates activities outside the Territory with respect to the Collaboration Compound and Product, or within the Territory with respect to the Phase I Clinical Trials11; provided, however, that Licensor’s obligations pursuant to this Section 10.2 12.2 shall not apply (i) to the extent that such claims or suits result from the negligence or willful misconduct of any of Company Indemnitees, the Merck Indemnitees or (ii) with respect to claims or suits arising out of a breach by Company Merck of its representations or warranties set forth in ARTICLE 911.