Indemnification by Novavax Sample Clauses
The "Indemnification by Novavax" clause requires Novavax to compensate or protect the other party from certain losses, damages, or liabilities that may arise in connection with the agreement. Typically, this means Novavax will cover costs such as legal fees, settlements, or judgments if the other party is sued due to actions or omissions by Novavax, such as breaches of contract or intellectual property infringement. The core function of this clause is to allocate risk by ensuring that Novavax bears responsibility for specific harms, thereby protecting the other party from financial exposure related to Novavax's conduct.
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 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 PHARMELLE from and against and compensate PHARMELLE for any and all demands, claims, actions, causes of action, assessments, judgments, deficiencies, damages, losses, liabilities, and expenses of any nature whatsoever (including, without limitation, reasonable attorneys’ fees and expenses) (together, the “Indemnified Amounts”) arising out of, in whole or in part, (i) any misrepresentation or breach of any representation, warranty, covenant, or agreement made or to be performed by NOVAVAX or FIELDING or any non-fulfillment of any obligation of NOVAVAX or FIELDING pursuant to this Agreement or the Transaction Documents to which it is a party, (ii) any claim (including, without limitation, a claim based on contract, warranty or tort) arising out of the sale of any Products sold, or the operation of the business of NOVAVAX or FIELDING relating to the Products, on or prior to the Closing Date; and (iii) any liability of NOVAVAX or FIELDING not assumed by PHARMELLE hereunder or under any of the Transaction Documents to which it is a party.
(b) In the event of indemnification by NOVAVAX pursuant to Section 5.01(a), NOVAVAX shall not have any obligation to indemnify PHARMELLE from and against any Indemnified Amounts: (i) until and only to the extent that PHARMELLE has incurred Indemnified Amounts in excess of a Twenty Five Thousand Dollar ($25,000) deductible, and (ii) to the extent the Indemnified Amounts PHARMELLE has incurred exceed a Five Hundred Thousand Dollar ($500,000) aggregate ceiling (after which point NOVAVAX will have no obligation to indemnify PHARMELLE from and against further such Indemnified Amounts), provided, however, that such ceiling shall not apply in the case of fraud or willful misrepresentation.
(c) NOVAVAX shall not be liable under this Section 5.01 for any settlement effected without its consent of any claim, litigation, or proceeding in respect of which indemnity may be sought hereunder, which consent shall not unreasonably be withheld.
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 Sanofi, its Affiliates, and its and their respective employees, officers, directors, and agents and their respective successors, heirs, and assigns (each, a “Sanofi Indemnified Party”) from and against any Liability arising out of any Third Party Claim arising from or relating to:
Indemnification by Novavax. 16 5.03 Payments.....................................................17 5.04
Indemnification by Novavax. Novavax shall indemnify and hold harmless Graceway and its directors, officers and employees from and against any and all damages, liabilities, claims, costs, charges, judgments and expenses (including reasonable attorneys’ fees) claimed by third parties (collectively “Damages”) that may be sustained, suffered or incurred by Graceway or its directors, officers and employees, to the extent arising directly from or by reason of (a) the breach by Novavax of any warranty, representation, covenant or agreement made by Novavax in this Agreement; or (b) the negligence or willful misconduct of Novavax, except in each case to the extent Graceway is obligated to indemnify Novavax under Section 16.02.
Indemnification by Novavax. Novavax will indemnify, defend, and hold harmless SLS and its Affiliates and their respective officers, subcontractors, directors, employees, successors, and permitted assigns (each, a “SLS Indemnified Party”) from and against Losses suffered by any SLS Indemnified Party in connection with any Claims arising out of or resulting from [***]:
1.2.1 [***];
1.2.2 [***]
1.2.3 [***]
1.2.4 [***]
1.2.5 [***]
1.2.6 [***]
1.2.7 [***].
Indemnification by Novavax. 5.02 Indemnification by PHARMELLE 5.03 Payments 5.04 Conduct of Litigation