Common use of Indemnification by Roche Clause in Contracts

Indemnification by Roche. Subject to Sections 13.3 and 14.14 hereof, Roche hereby agrees to defend, indemnify and hold harmless VIA, its Affiliates and sublicensees, and their directors, officers, employees and agents (“VIA Indemnitees”) from and against any liabilities, losses, fines, penalties, damages, expenses (including reasonable attorney’s fees and expenses and expenses incurred in connection with the enforcement of this provision), resulting from any Third Party suits, actions, or claims which arise out of claims against VIA Indemnitees brought by Third Parties after the Effective Date of this Agreement, including but not limited to, any actions in contract (including breach of warranty), tort (including negligence, strict liability or commercial torts) which arise, result from, or relate to: (i) any breach of any of the representations of Roche contained in Section 9.1 hereof, (ii) the gross negligence, recklessness or willful misconduct of Roche, its Affiliates or agents, and (iii) any development or commercialization (including without limitation, any manufacture, storage, use or possession) of Compound, Derivatives, Additional Licensed Compounds or Licensed Product by Roche or its Affiliates. Items (i) through (iii) are hereinafter collectively referred to as an “VIA Loss.” Roche shall have no obligation to indemnify VIA, to the extent that any VIA Loss arises out of the gross negligence or willful misconduct of any VIA Indemnitee or VIA’ breach of this Agreement.

Indemnification by Roche. Subject to Sections 13.3 and 14.14 Section 14.3 hereof, Roche hereby agrees to defend, indemnify and hold harmless VIA, Kosan and its Affiliates and sublicenseeslicensors, and their directors, officers, employees and agents (“VIA Kosan Indemnitees”) from and against any liabilities, losses, fines, penalties, damages, expenses (including reasonable attorney’s fees and expenses and expenses incurred in connection with the enforcement of this provision), resulting from any Third Party suits, actions, claims brought or claims threatened after the Effective Date of this Agreement and which arise out of claims against VIA Indemnitees Kosan brought by Third Parties after the Effective Date of this Agreement, including but not limited to, any actions in contract (including breach of warranty), ) tort (including negligence, strict liability or commercial torts) which arise, result from, or relate to: (i) any breach of any of the representations or warranties of Roche contained in Section 9.1 10.2 hereof, (ii) the gross negligence, recklessness or willful misconduct of Roche, its Affiliates or agents, the Roche Group; and (iii) any development or commercialization (Commercialization including without limitation, any manufacture, storage, use or possession) possession of Compound, Derivatives, Additional Licensed Compounds Compound or Licensed Product by Roche or Roche, its Affiliates, sublicensees and distributors. Items (i) through (iii) are hereinafter collectively referred to as an a “VIA Kosan Loss.” Roche shall have no obligation to indemnify VIAKosan, to the extent that any VIA Kosan Loss arises out of the gross negligence or willful misconduct of any VIA Kosan Indemnitee or VIA’ Kosan’s breach of this Agreement.

Indemnification by Roche. Subject to Sections 13.3 and 14.14 hereof, Roche hereby agrees to defend, indemnify and hold harmless VIA, Maxygen and its Affiliates and sublicenseesAffiliates, and the [****] and their respective directors, officers, employees and agents (each a “VIA IndemniteesMaxygen Indemnitee”) from and against any liabilities, losses, fines, penalties, damages, expenses (including reasonable attorney’s fees and expenses and expenses incurred in connection with the enforcement of this provision), resulting from any Third Party suits, actions, claims brought or claims which threatened after the Effective Date that arise out of claims against VIA Maxygen Indemnitees brought by Third Parties **** 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. after the Effective Date of this AgreementDate, including but not limited to, any actions in contract (including breach of warranty), ) or tort (including negligence, product liability, strict liability or commercial torts) which arise, that arise or result from, from or relate to: (ia) any breach of any of the representations and warranties of Roche contained in Section 9.1 hereof16.2, (iib) the gross negligence, recklessness or willful misconduct of Roche, its Affiliates any member of the Roche Group or agents, the agents of any member of the Roche Group in the conduct of the R&D Program; and (iiic) any development or commercialization (of any Product by Roche or its Affiliates, Sublicensees and/or agents, including without limitation, any manufacture, storage, use use, importation, sale or possession) distribution of Compound, Derivatives, Additional Licensed Compounds or Licensed Product by Roche or its Affiliatesany Product. Items (ia) through (iiic) are hereinafter collectively referred to as an a “VIA Maxygen Loss.” Roche shall have no obligation to indemnify VIA, Maxygen Indemnitees to the extent that any VIA Maxygen Loss arises out of is due to the gross negligence negligence, recklessness or willful misconduct of any VIA Indemnitee or VIA’ breach of this Agreementsuch Maxygen Indemnitee.

Indemnification by Roche. Subject to Sections 13.3 and 14.14 hereof, Roche hereby agrees to defend, indemnify and hold harmless VIA, its Affiliates and sublicensees, and their directors, officers, employees and agents (“VIA Indemnitees”) from and against any liabilities, losses, fines, penalties, damages, expenses (including reasonable attorney’s fees and expenses expenses, and expenses incurred in connection with the enforcement of this provision), resulting from any Third Party suits, actions, or claims which arise out of claims against VIA Indemnitees brought by Third Parties after the Effective Date of this Agreement, including but not limited to, any actions in contract (including breach of warranty), tort (including negligence, strict liability or commercial torts) which arise, result from, or relate to: (i) any breach of any of the representations of Roche contained in Section 9.1 hereof, (ii) the gross negligence, recklessness or willful misconduct of Roche, its Affiliates or agents, and (iii) any development or commercialization (including without limitation, any manufacture, storage, use or possession) of Compound, Derivatives, Additional Licensed Compounds or Licensed Product by Roche or its Affiliates. Items (i) through (iii) are hereinafter collectively referred to as an “VIA Loss.” Roche shall have no obligation to indemnify VIA, to the extent that any VIA Loss arises out of the gross negligence or willful misconduct of any VIA Indemnitee or VIA’ breach of this Agreement.