Common use of Indemnification by Portola Clause in Contracts

Indemnification by Portola. Portola agrees to indemnify Service Provider and its directors, officers, and employees (collectively, the “Service Provider Indemnitees”) from and against any and all Losses they may suffer in connection with any claim or lawsuit brought by a third party arising from (a) personal injury, or death of a Study subject caused by (i) any Study Drug or other materials supplied by Portola or anyone acting on Portola’s behalf that is dispensed in strict accordance with the relevant Protocol and Portola’s written instructions, (ii) any non-standard of care procedure required by the Protocol, (b) any deviations from the applicable Protocol necessary to preserve the health, safety and welfare of the Study subjects that meets all applicable standards of care, (c) any claims for patent infringement related to a Study Drug, compound or other materials supplied by Portola, or anyone acting on Portola’s behalf, to Service Provider in connection with a Study, provided Service Provider Indemnitee has acted in strict compliance with the relevant Protocol and Portola’s instructions, (d) after regulatory approval of a Study Drug that was the subject of the Services, personal injury or death caused by such Study Drug, or (e) a Portola Indemnitees’ use of the Deliverables, negligence, willful misconduct, or material breach of this Agreement. Notwithstanding the foregoing, Portola’s obligation to indemnify the Service Provider Indemnitees will be proportionally reduced to the extent that such Losses fall within Service Provider’s indemnification obligations under Section 8.1 above.

Indemnification by Portola. Section 8.2 of the Master Contract Services Agreement is hereby deleted in its entirety and replaced with the following: Portola agrees to indemnify Service Provider and its directors, officers, and employees and Service Provider’s Affiliates authorized by Portola under a Power of Attorney, or similar instrument, to perform Services on behalf of Portola (collectively, the “Service Provider Indemnitees”) from and against any and all Losses they may suffer in connection with any claim or lawsuit brought by a third party arising from (a) personal injury, or death of a Study subject caused by (i) any Study Drug or other materials supplied by Portola or anyone acting on Portola’s behalf that is dispensed in strict accordance with the relevant Protocol and Portola’s written instructions, (ii) any non-standard of care procedure required by the Protocol, (b) any deviations from the applicable Protocol necessary to preserve the health, safety and welfare of the Study subjects that meets all applicable standards of care, (c) any claims for patent infringement related to a Study Drug, compound or other materials supplied by Portola, or anyone acting on Portola’s behalf, to Service Provider in connection with a Study, provided Service Provider Indemnitee has acted in strict compliance with the relevant Protocol and Portola’s instructions, (d) after regulatory approval of a Study Drug that was the subject of the Services, personal injury or death caused by such Study Drug, or (e) a Portola Indemnitees’ use of the Deliverables, negligence, willful misconduct, or material breach of this Agreement. Notwithstanding the foregoing, Portola’s obligation to indemnify the Service Provider Indemnitees will be proportionally reduced to the extent that such Losses fall within Service Provider’s indemnification obligations under Section 8.1 above. Except as expressly provided in this Amendment, the Master Contract Services Agreement remains unchanged and in full force and effect. This Amendment may be executed in any number of counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. A facsimile or scanned copy of this Amendment that includes a party’s signature will be deemed an original.