Indemnification by Pfizer. (a) Pfizer, on behalf of itself and the Asset Selling Corporations, agrees to defend, indemnify and hold harmless Purchaser and its Affiliates, and their respective directors, officers, agents, employees, successors and permitted assigns (collectively, the "Purchaser Indemnified Parties") from and against any and all claims, actions, causes of action, judgments, awards, liabilities, losses, costs or damages, including reasonable attorneys' fees (collectively, a "Loss" or, the "Losses") claimed or arising from: (i) any Retained Liability, (ii) any Excluded Environmental Liabilities, (iii) any breach by Pfizer or any of the other Asset Selling Corporations of any of their respective covenants or agreements contained in this Agreement or in any Sellers' Document, including, without limitation, the Rixensart Agreement, (iv) any breach of any warranty or representation of Pfizer contained in this Agreement or in any Sellers' Document, including, without limitation, the Rixensart Agreement or (v) Pfizer's failure to comply with the covenants set forth in Section 7.14 and Schedule 7.14.
(b) Purchaser acknowledges and agrees that Pfizer shall not have any liability under any provision of this Agreement for any Environmental Liability to the extent that such Environmental Liability arises out of any negligent actions taken by Purchaser or its Affiliates after the Closing Date, except to the extent Purchaser's action is required by Law or the requirements of a Governmental Authority. Purchaser shall take and shall cause its Affiliates to take all reasonable steps to mitigate any Loss upon becoming aware of any event which would reasonably be expected to, or does, give rise thereto.
(c) Notwithstanding anything to the contrary in this Article VIII, Pfizer shall not be required to indemnify Purchaser or its Affiliates for any Loss under Section 8.1(a)(ii) that falls under subparagraphs (iii), (iv) or (vi) of the definition of Excluded Environmental Liabilities or is an Environmental Liability set forth in Schedule 7.14 following the completion of the Scheduled Environmental Commitment relating thereto, except to the extent any such Environmental Liability exceeds, with respect to subparagraphs (iii) or (vi) only of the definition of Excluded Environmental Liability, $25,000 for any individual Environmental Liability (i.e., this individual Environmental Liability threshold does not apply to fines and penalties covered by subparagraph (iv)) or, with respect to subparagr...
Indemnification by Pfizer. Pfizer will indemnify, defend and hold harmless CytomX, its Affiliates and each of its and their respective employees, officers, directors and agents (each, a “CytomX Indemnified Party”) from and against any and all liability, loss, damage, expense (including reasonable attorneys’ fees and expenses) and cost (collectively, a “Liability”) that the CytomX Indemnified Party may be required to pay to one or more Third Parties resulting from or arising out of:
10.2.1. Development, Manufacture, Commercialization or use of any Licensed Product by, on behalf of, or under the authority of, Pfizer (other than by any CytomX Indemnified Party), other than claims for which CytomX is required to indemnify Pfizer pursuant to Section 10.3; or
10.2.2. the material breach by Pfizer of any of its representations, warranties or covenants set forth in this Agreement; except, in each case, to the extent caused by the negligence, recklessness or intentional acts of CytomX or any CytomX Indemnified Party.
Indemnification by Pfizer. Except as provided in Section 4.04, Pfizer shall indemnify, defend and hold harmless each member of the Company Group and each of their Affiliates and each member of the Company Group’s and their respective Affiliates’ respective directors, officers, employees and agents, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Company Indemnitees”), from and against any and all Losses of the Company Indemnitees relating to, arising out of or resulting from any of the following items (without duplication and including any Losses arising by way of setoff, counterclaim or defense or enforcement of any Lien):
(i) all Excluded Liabilities; and
(ii) any breach by Pfizer or any Person in the Pfizer Group of this Agreement, any Local Separation Agreement or any Ancillary Agreement, unless such Ancillary Agreement expressly provides for separate indemnification therein, in which case, any such indemnification claims may be made thereunder. Notwithstanding anything to the contrary herein, in no event will any Company Indemnitee have the right to seek indemnification from any Person in the Pfizer Group with respect to any claim or demand against any Person in the Company Group for the satisfaction of the Animal Health Liabilities.
Indemnification by Pfizer. Pfizer shall indemnify, defend and hold harmless Sangamo and its Affiliates, Upstream Licensors and each of their respective directors, officers, employees and agents (collectively “Sangamo Indemnitees”), from and against all Liabilities to the extent resulting from any claims, demands, actions or other proceedings by any Third Party arising out of:
(a) the material breach of any representation, warranty or covenant by Pfizer under this Agreement;
(b) the recklessness, negligence or intentional misconduct of any Pfizer Indemnitees;
(c) the research, Development, Manufacture, and Commercialization of the Products and Companion Diagnostic Assays by or on behalf of Pfizer or its Affiliates or Sublicensees; except, in each case, to the extent caused by the negligence or intentional misconduct of any Sangamo Indemnitees or a material breach by Sangamo of any of its representations, warranties or covenants set forth in this Agreement.
Indemnification by Pfizer. Pfizer agrees to defend, indemnify and hold harmless GMI and its Affiliates and their respective directors, officers and employees (individually and collectively, the “GMI Indemnitee(s)”) from and against any and all costs, expenses, claims, losses, liabilities, damages, fines, royalties, governmental penalties or punitive damages, deficiencies, interest, settlement amounts, awards, and judgments, including any and all reasonable, out-of-pocket costs and expenses properly incurred as a result of a claim (including reasonable, out-of-pocket attorneys’ fees and all other expenses reasonably incurred in investigating, preparing or defending any litigation or proceeding, commenced or threatened), in each case, net of any insurance recovery received as a result of such cost (collectively, “Losses”) resulting from any claims, demands, actions or other proceedings by any Third Party to the extent arising from (a) the research, development, testing, manufacture, use, handling, storage, commercialization, marketing, sale or other disposition of Licensed Products by or on behalf of Pfizer or any of its Affiliates or Sublicensees in the Territory during the Term or thereafter pursuant to Section 9.1 or 9.10 of this Agreement, or (b) the use of Licensed Products that were sold or distributed by or on behalf of Pfizer or any of its Affiliates or Sublicensees during the Term or thereafter pursuant to Section 9.1 or 9.10 of this Agreement, or (c) the negligence, recklessness or intentional misconduct or unlawful act of Pfizer or its Affiliates or Sublicensees in exercising rights and/or carrying out activities under this Agreement or the licenses granted under this Agreement, or (d) a breach of a representation, warranty or covenant made by Pfizer under this Agreement.
Indemnification by Pfizer. Pfizer agrees to indemnify, hold harmless and defend Iterum and its Affiliates, and their respective officers, directors, employees, contractors, sublicensees, agents and assigns (collectively, “Iterum Indemnitees”), from and against any Claims by a Third Party against an Iterum Indemnitee to the extent arising or resulting from (a) the gross negligence, recklessness or wrongful intentional acts or omissions of Pfizer or its Affiliates or (b) the breach by Pfizer of any representation, warranty or covenant as set forth in this Agreement, except in each case (a) and (b) to the extent such Claim arises or results from (i) the negligence, recklessness or wrongful intentional acts or omissions of any Iterum Indemnitee or (ii) breach by Iterum of any representation, warranty or covenant as set forth in this Agreement. [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
Indemnification by Pfizer. Pfizer will indemnify, defend and hold harmless MacroGenics, each of its Affiliates, and each of its and its Affiliates’ employees, officers, directors and agents (each, a “MacroGenics Indemnified Party”) from and against any and all liability, loss, damage, expense (including reasonable attorneys’ fees and expenses) and cost (collectively, a “Liability”) that the MacroGenics Indemnified Party may be required to pay to one or more Third Parties resulting from or arising out of:
10.2.1. the Development, Manufacture, Commercialization or use of any Agreement T-DART or Agreement Product by, on behalf of, or under the authority of, Pfizer (other than by any MacroGenics Indemnified Party), other than claims for which MacroGenics is required to indemnify Pfizer pursuant to Section 10.3; or
10.2.2. the material breach by Pfizer of any of its representations, warranties or covenants set forth in Section 2.13.1, 8.1 or 8.3; except, in each case, to the extent caused by the negligence, recklessness or intentional acts of MacroGenics or any MacroGenics Indemnified Party.
Indemnification by Pfizer. Pfizer will indemnify, defend and hold harmless Spark, each of its Affiliates, and each of its and its Affiliates’ employees, officers, directors and agents (each, a “Spark Indemnified Party”) from and against any and all liability, loss, damage, expense (including reasonable attorneys’ fees and expenses) and cost (collectively, a “Liability”) that the Spark Indemnified Party may be required to pay to one or more Third Parties resulting from or arising out of:
9.2.1. Development, Manufacture, Commercialization or use of any Licensed Product by, on behalf of, or under the authority of, Pfizer (other than by any Spark Indemnified Party), other than claims for which Spark is required to indemnify Pfizer pursuant to Section 9.3 and other than claims relating to infringement of Third Party Patent Rights (which, if not resulting from a breach by Spark of any of its representations, warranties or covenants set forth in this Agreement, shall be borne by the Parties as set forth in Section 3.4.3 and Section 5.6); or
9.2.2. the breach by Pfizer of any of its representations, warranties or covenants set forth in this Agreement. Except, in each case, to the extent caused by the negligence, recklessness or intentional acts of Spark or any Spark Indemnified Party.
Indemnification by Pfizer. Subject to the limitations set forth in this ARTICLE 14, from and after the Closing, Pfizer shall indemnify, defend and hold harmless NewCo and its officers, directors, agents, employees, shareholders and Affiliates (collectively, the “NewCo Indemnified Persons”) from and against any and all Damages imposed on, or indirectly incurred by, without duplication, such NewCo Indemnified Person (collectively, “NewCo Damages”) arising out of, relating to or resulting from (a) any breach of or inaccuracy in a representation or warranty of any Pfizer Party contained in this Agreement, as of the Closing Date; (b) any breach of a covenant of a Pfizer Party contained in this Agreement or breach of the terms and conditions of the Patent and Know-How License Agreement, including any practice of Intellectual Property Rights by Pfizer, its licensees or sublicensees outside of the scope of the licenses granted to Pfizer under the Patent and Know-How License Agreement; and (c) any Excluded Liability.
Indemnification by Pfizer. 21.1 Pfizer will defend, indemnify and hold harmless Contractor and its Affiliates, and its or their officers, directors, shareholders, employees, agents and representatives from and against any and all liability, damage, loss, cost or expense (including reasonable attorney’s fees, costs and amounts paid in settlement) (collectively, “Losses”) resulting from any third party claim made or suit brought against Contractor or any such persons arising out of (a) Pfizer’s breach of any of its representations, warranties or covenants in Section 19; or (b) the use by Pfizer of any Starting Material supplied by Contractor under this Agreement that complies with its applicable Specifications.
21.2 Upon receipt of notice of any such claim or suit, Contractor will promptly notify Pfizer thereof and will permit Pfizer, at its cost, to handle and control such claim or suit. Contractor will have the right to participate in the defense of such claim or suit at its own expense. Contractor will afford Pfizer all reasonable assistance (at Pfizer’s cost and expense) and will make no admission prejudicial to the defense of such claim or suit.
21.3 The foregoing indemnification obligation will not apply to any claim or suit to the extent it arises directly out of Contractor’s negligence, willful misconduct or breach of any term, representation, warranty or covenant contained in this Agreement.
