Indemnification by Onxeo Clause Samples
The "Indemnification by Onxeo" clause requires Onxeo to compensate or protect the other party from losses, damages, or liabilities arising from specific actions or omissions attributable to Onxeo. Typically, this means Onxeo will cover costs related to third-party claims, such as intellectual property infringement or breaches of contract, that result from Onxeo's conduct. The core function of this clause is to allocate risk by ensuring that the other party is not financially harmed by Onxeo's actions, thereby providing assurance and clarity regarding responsibility for certain legal exposures.
Indemnification by Onxeo. Onxeo shall indemnify, defend and hold harmless the Monopar Indemnified Parties against any and all Losses incurred or suffered by the Monopar Indemnified Parties to the extent such Loss arises out of or was caused by an act or omission of Onxeo in the performance of its obligations under this Agreement except, in all cases, to the extent that such Loss arises out of or was caused by the violation by Monopar of a legal or contractual duty owed to Onxeo.
Indemnification by Onxeo. Onxeo shall defend, indemnify and hold harmless Dara, its Affiliates and their Co-promotion Partners and each of their respective officers, directors, shareholders, employees, successors and assigns (each, “Onxeo Indemnitee”) from and against all Third Party Claims and all Losses to which an Onxeo Indemnitee may become subject to the extent such Third Party Claims or Losses arise out of: (a) the gross negligence or willful misconduct of Onxeo or any of its Affiliates in performing any of its obligations under this Agreement; or (b) a material breach by Onxeo or any of its Affiliates of any of its representations, warranties, covenants or agreements under this Agreement or the Supply Agreement; or (c) the Commercialization of the Product outside of the Territory (“Dara Claims”); provided, however, that in all cases referred to in this Section 9.2, Onxeo shall not be liable to indemnify, defend or hold harmless any Onxeo Indemnitee for any Dara Claims to the extent that such Dara Claims arise out of (i) the gross negligence or willful misconduct or intentional wrongdoing of any Onxeo Indemnitee or (ii) any breach by any Onxeo Indemnitee of Dara’s representations, warranties, covenants or agreements under this Agreement.
Indemnification by Onxeo. ONXEO hereby agrees to save, defend, indemnify and hold DARA and its respective Affiliates, directors, officers, employees, agents and consultants (each, an “DARA Indemnitee”) harmless from and against any and all demands, liabilities, expenses and/or losses, including costs of defense and settlement and reasonable attorneys’ fees (individually “Loss” and collectively, “Losses”), to which any DARA 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 directly or indirectly out of (a) the breach by ONXEO of any warranty, representation, covenant or agreement made by ONXEO in this Supply Agreement; or (b) gross negligence or willful misconduct in the performance of obligations under this Supply Agreement; except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any DARA Indemnitee or the breach by DARA of any warranty, representation, covenant or agreement made by DARA in this Supply Agreement.