Indemnification by Prometheus Sample Clauses

Indemnification by Prometheus. Prometheus will defend BSP, its Affiliates and each of their respective officers, directors, trustees, agents, Representatives and employees (collectively, “BSP Indemnitees”) from and against any and all Claims, and indemnify and hold harmless such BSP Indemnitees from and against any and all Losses that result from any such Claims, where and to the extent that such Claims are made or brought against any BSP Indemnitee by or on behalf of a Third Party, and solely to the extent such Claim is based on or arises out of: (a) any breach by Prometheus of any representation, warranty or covenant contained in this Agreement, (b) the development or Commercialization of any Assay(s), the BSP Array or any Diagnostic Product(s) by, or on behalf of, Prometheus, its Affiliates, or their Third Party licensees, representatives, distributors or resellers (c) any personal injury or death caused by any Assay(s), the BSP Array or Diagnostic Product(s) manufactured, used, handled, stored, imported, exported or disposed of by Prometheus, its Affiliates, or their Third Party licensees or representatives, (d) any Third Party Claim that Prometheus has misappropriated, willfully disclosed or made available to BSP any Prometheus Technology in violation of an obligation of Prometheus to such Third Party, (e) any Claim that the development or Commercialization of any Assay(s), the BSP Array or Diagnostic Product(s) infringes upon or misappropriates the Intellectual Property or proprietary rights of any Third Party, or (f) any violation of Applicable Law by Prometheus, its Affiliates or their Third Party licensees or representatives; except, in each case such indemnification right shall not apply to any Claims or Losses (i) to the extent directly attributable to the gross negligence, reckless misconduct, or intentional misconduct of a BSP Indemnitee or BSP’s breach of this Agreement or for which BSP is obligated to indemnify Prometheus pursuant to Section 3.10.

Indemnification by Prometheus. Subject to Section 8.2 hereof, Prometheus shall hold harmless and indemnify CSMC and UCLA and their respective officers, directors, employees (including the inventors) and agents, sponsors of the research (except Prometheus) and the Regents of the University of California, from and against any and all claims, damages and expenses (including reasonable attorneys' fees and expenses and costs of investigation) arising out of any litigation, arbitration or dispute of any kind involving Prometheus or its Affiliates or permitted sublicensees or resulting from the grant of this license or the exercise of any rights hereunder, or any sublicense, or any use of the Patent Rights by Prometheus or its Affiliates or any permitted sublicensee, including, but not limited to, (i) the preclinical development and clinical testing of *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Products, and (ii) the manufacture, sale, use, marketing, or other disposition of Products developed, manufactured, sold, marketed, used or otherwise disposed of under the Agreement. As a part of its obligations hereunder, Prometheus shall reimburse CSMC and UCLA for their respective out-of-pocket expenses (including reasonable attorneys' fees and costs of investigation) which are incurred as a result of any investigation, defense or settlement relating to the foregoing, which reimbursement shall be made to CSMC and UCLA upon receipt by Prometheus of invoices reflecting in reasonable detail such expenses incurred by CSMC and UCLA. Prometheus shall obtain and maintain insurance policies (including products liability and general liability policies at such time as is appropriate) which are reasonable and necessary to cover its activities and to comply with the indemnification obligations set forth above. Such insurance policies shall name CSMC and UCLA as additional insured parties, and shall provide a minimum of $[***] in coverage per occurrence and provide for a [***] day notice to CSMC and UCLA of any material change in such policies. Upon initiation of any human clinical studies using a therapeutic molecule covered by the Patent Rights, Prometheus shall have first increased its insurance coverage to a minimum of $[***] in the aggregate. Prometheus shall provide CSMC and UCLA with Certificates of Insurance within [***] days of the Effective Date (su...

Indemnification by Prometheus. Prometheus shall indemnify and hold harmless Alizyme and its Affiliates and each of their respective employees, officers, directors and agents (each an "Alizyme Indemnitee) from and against (i) any and all Losses finally awarded to a Third Party by a court of competent jurisdiction that result from any Claim made or bought against an Alizyme Indemnitee by or on behalf of such Third Party, and (ii) subject to Section 9.3, any Litigation Costs incurred by an Alizyme Indemnitee while investigating or conducting the defense of such Third Party Claim, in any such case (i) and (ii), solely to the extent such Claim is directly based on or directly arises out of (a) the breach by Prometheus of any representation, warranty or covenant contained in this Agreement; (b) the Exploitation of the Product by Prometheus, its Affiliates or its Sublicensees, and/or (c) the Exploitation of the Alizyme Improvements by Prometheus, its Affiliates or Sublicensees; provided, however, that such indemnification right shall not apply to any Claims, liability, loss, damage, cost and expense (i) to the extent directly attributable to the negligence, reckless misconduct, or intentional misconduct of an Alizyme Indemnitee or Alizyme's breach of this Agreement or the Clinical Trial Material Supply Agreement, (ii) for which Alizyme is obligated to indemnify Prometheus under Section 9.1, or (iii) based on or arising out of an Alizyme Indemnitee's contract or agreement with such Third Party.

Indemnification by Prometheus. Prometheus shall, at its sole expense, defend, indemnify, and hold ▇▇▇▇ and its Affiliates and their respective officers, directors, shareholders or owners, employees, and agents (the “▇▇▇▇ Indemnitees”) harmless from and against any and all Third Party claims, suits, proceedings, damages, losses, liabilities, costs, expenses (including court costs and reasonable attorneys’ fees and expenses) and recoveries (collectively, “Claims”) to the extent that such Claims arise out of, are based on, or result from (a) the breach of any of Prometheus’s obligations under this Agreement, or (b) the willful misconduct or negligent acts of Prometheus, its Affiliates, or the officers, directors, employees, or agents of Prometheus or its Affiliates. The foregoing indemnity obligation will not apply (i) to the extent that (x) the ▇▇▇▇ Indemnitees fail to comply with the indemnification procedures set forth in Article 9.3 and Prometheus’s defense of the relevant Claims is prejudiced by such failure or (y) such Claims arise out of or result from the gross negligence or willful misconduct of ▇▇▇▇ or its Affiliates, or any related breach by ▇▇▇▇ of its representations, warranties or covenants hereunder; or (ii) to Claims for which ▇▇▇▇ has an obligation to indemnify Prometheus pursuant to Article 9.2, as to which Claims each Party shall indemnify the other to the extent of its respective liability for such Claims.

Indemnification by Prometheus. Prometheus shall indemnify, defend and hold harmless Rosetta and its officers, directors, employees, agents and representatives (“Rosetta Indemnitees”) from and against any and all liabilities, claims, demands, actions, suits, losses, damages, fines, sanctions, costs and expenses (including reasonable attorneys’ fees) arising from third party claims, including investigations or actions by any government agency, to the extent based upon or arising out of Prometheus’ negligence, willful or deliberate misconduct, recklessness or Prometheus’ breach of any covenant, agreement, representation or warranty made by Prometheus in this Agreement; provided, however, that Prometheus shall not be required to indemnify a Rosetta Indemnitee to the extent such claims arise from the negligence, willful or deliberate misconduct, or recklessness of a Rosetta Indemnitee or Rosetta’s breach of this Agreement. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Indemnification by Prometheus. From and after the Closing, and subject to this Article 8, Prometheus shall defend, indemnify and hold harmless the Buyer, each of its Affiliates (excluding the Target Companies), and their respective officers, directors, employees, agents, successors and assigns (collectively, the “Buyer Indemnitees”) from and against, and pay or reimburse the Buyer Indemnitees for any and all Losses resulting from: (a) any inaccuracy in or breach of any representation or warranty by the Company or Prometheus contained in Article 2 or Article 4, respectively; (b) any breach or default in performance of any covenant or agreement under this Agreement by the Company prior to the Closing or Prometheus prior to or following the Closing; and (c) Taxes (i) imposed on the Target Companies for a Pre-Closing Tax Period (including, for the avoidance of doubt, the portion of any Straddle Period ending on or before the Closing Date as determined pursuant to Section 5.13(e)), (ii) of any member of an affiliated, consolidated, combined or unitary group of which Prometheus was the common parent and any Target Company (or any predecessor thereof) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulations Section 1.1502-6 or any analogous or similar state, local or non-U.S. law, (iii) of any Person imposed on the Target Companies as a transferee or successor, by Contract, indemnification agreement or otherwise, in each case other than pursuant to any arrangement or agreement entered into in the ordinary course of business that is not primarily related to Taxes, or pursuant to any Law, which Taxes relate to an event, agreement or transaction occurring since the Prior Acquisition Date and on or before the Closing Date, (iv) that are Transfer Taxes for which Prometheus is responsible pursuant to Section 5.13(d) and (v) that are Consolidated Income Tax Liabilities or other Taxes otherwise imposed on Prometheus; provided that the foregoing shall not include any Taxes (x) that were included as a Current Liability in the calculation of Closing Working Capital, as finally determined, or (y) imposed as a result of any transaction that occurs on the Closing Date but after the Closing that is outside the ordinary course of business; and The amount that Prometheus shall be required to pay to the Buyer Indemnitees under this Section 8.2 in respect of any Loss incurred by the Company and indirectly borne by any Buyer Indemnitee shall be equal to the product of such Lo...