Indemnification by OPKO Clause Samples

Indemnification by OPKO. Subject to the remainder of this Article 11, OPKO shall defend, indemnify, and hold Entera, its Affiliates, and its Subcontractors, and its and its Affiliates’ respective officers, directors, employees, and agents (the “Entera Indemnitees”) harmless from and against any and all Damages, all to the extent resulting from any Third-Party Claims against such Entera Indemnitee arising from: (a) a breach of any of OPKO’s representations, warranties or obligations under this Agreement; (b) the willful misconduct or negligent acts of any OPKO Indemnitee; or (c) violation of Applicable Law by any OPKO Indemnitee; provided, however, that OPKO’s obligations pursuant to this Section 11.2 will not apply to the extent such Third-Party Claims or Damages (i) constitute Shared Program Damages or (ii) result from any events or activities described in Section 11.1.

Indemnification by OPKO. OPKO shall defend, indemnify and hold harmless Licensee and its Affiliates and their officers, directors, shareholders, employees, agents, representatives, successors and assigns from and against all claims, complaints, or lawsuits for damages brought by Third Parties (collectively referred to as “Losses”) arising out of (a) any negligent act or omission, or willful wrongdoing by OPKO, its Affiliates or representatives in the performance of this Agreement, (b) the failure by OPKO, its Affiliates or representatives to comply with any Applicable Law in the performance of this Agreement, (c) the infringement or misappropriation by OPKO of any patent, copyright, trademark or service ▇▇▇▇, as a result of OPKO’s marketing or promotion of the Product in the License Territory which is not pursuant to the terms of this Agreement, (d) any breach of any representation or warranty or covenant or other obligations of OPKO under this Agreement, and (e) the sale of the Product in the OPKO Territory or outside the Field in the License Territory by OPKO, its Affiliates or its licensees/sublicensees. OPKO shall not be obligated under this Section 17.5 to the extent that Licensee is responsible for indemnifying OPKO for such Losses under Section 17.6.

Indemnification by OPKO. OPKO shall defend, indemnify and hold harmless VF and its Affiliates and their officers, directors, shareholders, employees, agents, representatives, successors and assigns from and against all claims, complaints, or lawsuits for damages (collectively referred to as “Claims”) arising out of (i) any negligent act or omission, or willful wrongdoing by OPKO, its Affiliates or representatives in the performance of this Agreement, (ii) the failure by OPKO, its Affiliates or representatives to comply with any Applicable Law, (iii) the infringement or misappropriation by OPKO of any patent, copyright, trademark, or service ▇▇▇▇, as a result of OPKO’s marketing or promotion of the Product in the Territory which is not pursuant to the terms of this Agreement or in conformity with the direction of the JDC, (iv) any breach of any representation or warranty or covenant of OPKO, and (v) the sale of the Product outside the Territory by OPKO, its Affiliates or its licensees/sublicensees. OPKO shall not be obligated under this Section to the extent that the Claim was the result of the non-performance, negligence or willful misconduct of any employee or agent of VF or anyone acting on behalf of VF, including its Affiliates and their officers, directors, shareholders, employees, agents, representatives, successors and assigns.

Indemnification by OPKO. OPKO will defend, indemnify and hold STI, STI’s Affiliates, and their directors, officers, employees, and agents harmless from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees, expert witness fees, and court costs) directly or indirectly arising from or relating to any activities of OPKO or its sublicensee pursuant to the rights granted hereunder, including the manufacture, use, marketing, or sale of any Selected Product within the OPKO Field.

Indemnification by OPKO. OPKO will indemnify, defend and hold harmless Pfizer, its Affiliates, sublicensees, contractors and, distributors, and each of its and their respective employees, officers, directors and agents (each, a “Pfizer Indemnified Party”) from and against any and all Liabilities that the Pfizer Indemnified Party may be required to pay to one or more Third Parties to the extent resulting from or arising out of: 10.3.1. the negligence or willful misconduct of OPKO or its Affiliates in connection with this Agreement; 10.3.2. the material breach by OPKO of any of its representations, warranties or covenants set forth in Article 8, except, in each case, to the extent caused by the breach, negligence, recklessness or intentional acts of Pfizer or any Pfizer Indemnified Party; or 10.3.3. OPKO’s misappropriation of trade secrets, proprietary materials, and/or patentable subject matter, in each case owned or Controlled by a Third Party in relation to

Indemnification by OPKO. OPKO will indemnify, defend and hold harmless Pfizer, its Affiliates, sublicensees, contractors and, distributors, and each of its and their respective employees, officers, directors and agents (each, a “Pfizer Indemnified Party”) from and against any and all Liabilities that the Pfizer Indemnified Party may be required to pay to one or more Third Parties to the extent resulting from or arising out of: 10.3.1. the negligence or willful misconduct of OPKO or its Affiliates in connection with this Agreement; 10.3.2. the material breach by OPKO of any of its representations, warranties or covenants set forth in Article 8, except, in each case, to the extent caused by the breach, negligence, recklessness or intentional acts of Pfizer or any Pfizer Indemnified Party; or *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. 10.3.3. OPKO’s misappropriation of trade secrets, proprietary materials, and/or patentable subject matter, in each case owned or controlled by a Third Party in relation to the Development or Manufacture of the Licensed Product at any time prior to the Effective Date.

Indemnification by OPKO. OPKO will, at its sole expense, defend, indemnify, and hold CAMP4, and its Affiliates and their respective officers, directors, employees, consultants, and agents (the “CAMP4 Indemnitees”) harmless from and against any and all damages, losses, liabilities, taxes, costs, expenses (including court costs and reasonable attorneys’ fees and expenses), and recoveries (collectively, “Losses”) arising from claims, suits, and proceedings brought by Third Parties (collectively, “Claims”) arising from or relating to (a) the breach of any of OPKO’s obligations under this Agreement, including OPKO’s representations and warranties, covenants, or agreements, (b) the Development, Commercialization, Manufacture, or other Exploitation of the Licensed Compounds or Licensed Products in the Territory by or on behalf of OPKO or any OPKO Indemnitee prior to, during, or after the Term, or (c) the willful misconduct or grossly negligent acts of OPKO or any OPKO Indemnitee. The foregoing indemnity obligation will not apply (i) to the extent that such Claims or Losses arise out of or result from the fraud, gross negligence or willful misconduct of CAMP4 or its Affiliates, or any related breach by CAMP4 of its representations, warranties, or covenants hereunder; or (ii) to Claims or Losses for which CAMP4 has an obligation to indemnify OPKO pursuant to Section 10.1 (Indemnification by OPKO).