Common use of Indemnification by Roche Clause in Contracts

Indemnification by Roche. Roche shall indemnify, hold harmless and defend FMI and its directors, officers, employees and agents from and against any and all losses, expenses, cost of defense (including without ***Confidential Treatment Requested*** limitation attorneys’ fees, witness fees, damages, judgments, fines and amounts paid in settlement) and any amounts FMI becomes legally obligated to pay because of any claim or claims against it to the extent that such claim or claims arise out of Roche’s and its Affiliates’ actions or inactions in connection with activities under this Agreement, except to the extent such losses, expenses, costs and amounts are due to the gross negligence or willful misconduct or failure to act of FMI.

Appears in 2 contracts

Samples: Collaboration Agreement (Foundation Medicine, Inc.), Collaboration Agreement (Foundation Medicine, Inc.)

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Indemnification by Roche. Roche shall indemnify, hold harmless and defend FMI and its Affiliates, and their respective directors, officers, employees employees, independent contractors, and agents from and against any and all losses, expenses, cost of defense (including without ***Confidential Treatment Requested*** limitation attorneys’ fees, witness fees, damages, judgments, fines and amounts paid in settlement) and any amounts FMI becomes legally obligated to pay because of any claim or claims brought by a Third Party against it to the extent that such claim or claims arise out of Rocheany member of the Roche Group’s and its Affiliates’ actions action or inactions in connection with activities under this Agreement, except to the extent such losses, expenses, costs and amounts are due to the gross negligence or willful misconduct or failure to act of FMI.

Appears in 2 contracts

Samples: Commercialization Agreement (Foundation Medicine, Inc.), Commercialization Agreement (Foundation Medicine, Inc.)

Indemnification by Roche. Roche shall indemnify, hold harmless and defend FMI and its Affiliates, and their respective directors, officers, employees employees, independent contractors and agents from and against any and all losses, expenses, cost of defense (including without ***Confidential Treatment Requested*** limitation attorneys’ fees, witness fees, damages, judgments, fines and amounts paid in settlement) and any amounts FMI becomes legally obligated to pay because of any claim or claims brought by a Third Party against it to the extent that such claim or claims arise out of Rocheany member of the Roche Group’s and its Affiliates’ actions or inactions in connection with activities under this Agreement, except to the extent such losses, expenses, costs and amounts are due to the gross negligence or willful misconduct or failure to act of FMI.

Appears in 1 contract

Samples: Commercialization Agreement (Foundation Medicine, Inc.)

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Indemnification by Roche. Roche shall indemnify, hold harmless and defend FMI and its Affiliates, and their respective directors, officers, employees employees, independent contractors and agents from and against any and all losses, expenses, cost of defense (including without ***Confidential Treatment Requested*** limitation attorneys' fees, witness fees, damages, judgments, fines and amounts paid in settlement) and any amounts FMI becomes legally obligated to pay because of any claim or claims brought by a Third Party against it to the extent that such claim or claims arise out of Rocheany member of the Roche Group’s and its Affiliates’ actions or inactions in connection with activities under this Agreement, except to the extent such losses, expenses, costs and amounts are due to the gross negligence or willful misconduct or failure to act of FMI.

Appears in 1 contract

Samples: Commercialization Agreement (Foundation Medicine, Inc.)

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