Indemnification by Novavax. Novavax will indemnify, defend and hold harmless Company, its affiliates, directors, officers and employees (each a “Company Indemnitee”) from and against any and all Losses to the extent such Losses result from the (a) negligence or willful misconduct by Novavax, its Affiliates, employees, agents or Third Party contractors, or (b) manufacture, use, sale, or offer for sale of a Licensed Product outside the Territory due to a design defect or a manufacturing defect, including but not limited to, a Loss related to the death of or injury to a Third Party. Novavax’s obligation to indemnify the Company Indemnitee pursuant to this Section 8.2 will not apply to the extent of any Loss that arises from the (i) material breach by Company of its representations, warranties or covenants contained within this Agreement or (ii) negligence or willful misconduct of any Company Indemnitee.
Indemnification by Novavax. Novavax will indemnify, defend and hold harmless Company, its affiliates, directors, officers, and employees (each a “Company Indemnitee”) from and against any and all Losses which arise out of the gross negligence, willful misconduct or breach of a covenant, representation or warranty in this Agreement by Novavax, its affiliates or employees.
Indemnification by Novavax. Novavax will indemnify, defend and hold harmless Company, its Affiliates, directors, officers and employees (each a “Company Indemnitee”) from and against any and all liability, loss, damage or expense (including without limitation reasonable attorneys fees) it may suffer as the result of Third Party claims, demands, actions and proceedings brought against it (collectively, “Losses”) to the extent such Losses result from the negligence or willful misconduct by Novavax, its Affiliates, employees, agents or Third Party contractors. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Novavax’s obligation to indemnify the Company Indemnitee pursuant to this Section 5.1 will not apply to the extent of any Loss that arises from the (i) material breach by Company of its representations, warranties or covenants contained within this Agreement or (ii) negligence or willful misconduct of any Company Indemnitee.
Indemnification by Novavax. NOVAVAX shall defend, indemnify and hold KING and its Affiliates, and their respective officers, directors, employees, successors and assigns, harmless from and against any and all claims, liabilities, losses, costs, actions, suits, damages and expenses (other than special, incidental, consequential or punitive damages, but including attorneys' fees and costs) arising out of: (a) any breach by NOVAVAX of any representation, warranty or covenant contained in this Agreement; (b) the infringement or alleged infringement of any patent, trademark or other intellectual property rights of a third party by its activities with respect to the NOVAVAX Products or Trademark in accordance with the terms and conditions of this Agreement; (c) any personal injury (including death) and/or property damage resulting from the handling, possession or use of the NOVAVAX Products; (d) any claims by third parties relating to the performance or nonperformance of NOVAVAX's obligations under this Agreement; and (e) any other liability arising out of the manufacture, marketing, labeling, distribution or use of the NOVAVAX Products; provided, however, that NOVAVAX shall not be required to indemnify KING with respect to any such claim, liability, loss, cost, action, suit, damage or expense hereunder to the extent covered by KING's indemnification obligation in Section 13.1, or which arises from KING's negligent act or omission or intentional misconduct or that of any KING Affiliate.
Indemnification by Novavax. (a) NOVAVAX shall indemnify, defend, and hold harmless KING from and against any and all Indemnified Amounts arising out of, in whole or in part, (i) any misrepresentation or breach of representation, warranty, covenant, or agreement made or to be performed by NOVAVAX or any non-fulfillment of any obligation of NOVAVAX pursuant to this Agreement or the Collateral Agreements; (ii) any claim (including, without limitation, a claim based on contract, warranty or tort) arising out of the design, assembly, processing, manufacture, or sale of any Product sold and/or manufactured after the Closing Date or any services rendered by or on behalf of NOVAVAX in respect of the Products after the Closing Date; (iii) any federal, state, local or other tax liability, or any assessment in the nature of any tax, including interest and penalties thereon, with respect to any fiscal period of NOVAVAX or portion thereof after the Closing Date or arising out of the sale of the Products or the Assets after the Closing Date; and (iv) any liability not specifically and expressly assumed by KING, whether or not known or asserted after the Closing Date, relating to or arising from the ownership, control, manufacture or sale of the Products or any of the Assets or any other state of facts which existed after the Closing Date; provided, however, that NOVAVAX shall not have any obligation to indemnify KING from and against any Indemnified Amounts: (i) until KING has incurred Indemnified Amounts in excess of a One Hundred Thousand Dollar ($100,000) threshold (after which point NOVAVAX will be obligated to indemnify KING from and against all Indemnified Amounts) or thereafter, and (ii) to the extent the Indemnified Amounts KING has incurred exceed a One Million Dollar ($1,000,000) aggregate ceiling (after which point NOVAVAX will have no obligation to indemnify KING from and against further such Indemnified Amounts).
Indemnification by Novavax. NOVAVAX shall defend, indemnify and hold KING and its Affiliates, and their respective officers, directors, employees, successors and assigns, harmless from and against any and all claims, liabilities, losses, costs, actions, suits, damages and expenses (other than special, incidental, consequential or punitive damages, but including attorneys' fees and costs) arising out of: (a) any breach by NOVAVAX of any representation, warranty or covenant contained in this Agreement; (b) the infringement or alleged infringement of any patent, trademark or other intellectual property rights of a third party by its activities with respect to the Products or Trademarks in accordance with the terms and conditions of this Agreement; (c) any personal injury (including death) and/or property damage resulting from the handling, possession or use of the Products in accordance with NOVAVAX's written instructions therefor that have been provided to KING; (d) any claims by third parties relating to the performance or nonperformance of NOVAVAX's obligations under this Agreement; and (e) any other liability arising out of the manufacture, marketing, labeling, distribution or use of the Products in accordance with NOVAVAX's written instructions therefor that have been provided to KING; PROVIDED, HOWEVER, that NOVAVAX shall not be required to indemnify KING with respect to any such claim, liability, loss, cost, action, suit, damage or expense hereunder to the extent covered by KING's indemnification obligation in SECTION 9.1, or which arises from KING's negligent act or omission or intentional misconduct or that of any KING Affiliate or which arises from any modification of the Products.
Indemnification by Novavax. Novavax will indemnify, defend, and hold harmless SIIPL, SLS and their Affiliates and their respective officers, Subcontractors, directors, employees, successors, and permitted assigns (each, a “SIIPL Indemnified Party”) from and against Losses suffered by any SIIPL Indemnified Party in connection with any Claims arising out of or resulting from [***]:
Indemnification by Novavax. Novavax will indemnify, defend and hold harmless CPLB, its Affiliates, and their respective Representatives from and against any and all Losses to the extent such Losses result from the (a) negligence or willful misconduct by Novavax or its Affiliates, or their respective Representatives, or (b) material breach by Novavax of its representations, warranties or covenants contained within this Agreement. Novavax' obligation to indemnify any such indemnitee pursuant to this Section 9.2 will not apply to the extent of any Loss that arises from the (i) material breach by CPLB of its representations, warranties or covenants contained within this Agreement or (ii) negligence or willful misconduct of any such indemnitee.
Indemnification by Novavax. Novavax hereby agrees to defend, indemnify and hold harmless Takeda and its Affiliates and each of their respective directors, officers, employees, agents and representatives (each, a “Takeda Indemnitee”) from and against any and 94065460_6 all Losses to which any Takeda Indemnitee may become subject as a result of any Claim to the extent such Losses arise directly or indirectly out of: [***].
Indemnification by Novavax. Novavax will indemnify, defend and hold harmless Avimex, its Affiliates, and each of its and their respective employees, officers, directors and agents (each, an “Avimex Indemnified Party”) from and against any and all losses, damages, liabilities, settlements, penalties, fines, and expenses (including, without limitation, reasonable attorneys’ fees and expenses) (collectively, “Liability”) that the Avimex Indemnified Party may be required to pay to one or more Third Parties to the extent resulting from or arising out of:
