Common use of Indemnification by Pfenex Clause in Contracts

Indemnification by Pfenex. Pfenex shall defend, indemnify, and hold harmless Jazz and its Affiliates and their respective officers, directors, employees, and agents (the “Jazz Indemnitees”) from and against any and all damages or other amounts payable to a Third Party claimant, as well as any reasonable attorneys’ fees and costs of litigation incurred by such Jazz Indemnitees, resulting from any claims, suits, proceedings or causes of action brought by such Third Party (collectively, “Claims”) against such Jazz Indemnitee to the extent arising from or based on (a) the Development or manufacture of Products by or on behalf of Pfenex or its Affiliates or sublicensees prior to the Effective Date, (b) Pfenex’s and its Affiliates’ performance of the activities allocated to Pfenex under the applicable Development Plan, including the manufacture of Products, (c) the breach of any of Pfenex’s obligations, representations or warranties under this Agreement, or (d) the willful misconduct or negligent acts of Pfenex, its Affiliates, or the officers, directors, employees, or agents of Pfenex or its Affiliates in connection with this Agreement. The foregoing indemnity obligation shall not apply to the extent that (i) the Jazz Indemnitees fail to comply with the indemnification procedures set forth in Section 9.3 and Pfenex’s defense of the relevant Claims is prejudiced by such failure, or (ii) any Claim arises from or is based on any activity set forth in Section 9.2 for which Jazz is obligated to indemnify the Pfenex Indemnitees under Section 9.2.