Common use of Indemnification by Shell Clause in Contracts

Indemnification by Shell. Shell shall fully indemnify, defend and hold Codexis and its Affiliates, and their respective agents, employees, consultants, officers and directors (the “Codexis Indemnitees”) harmless from and against any and all Losses arising from: (a) breach by Shell of any of its representations and warranties under this Amended and Restated License Agreement; (b) failure to perform its obligations under this Amended and Restated License Agreement; (c) the use under this Amended and Restated License Agreement by Shell or a Shell Affiliate of any Biocatalyst except to the extent such Losses relate to the infringement of any intellectual property right of a Third Party; (d) the use under this Amended and Restated License Agreement by a Third Party sublicensee of any Biocatalyst except to the extent such Losses relate to the infringement of any intellectual property right of a Third Party; provided, however, that Shell’s indemnification obligations pursuant to this Section 8.2(d) shall be limited for any particular Loss incurred as a result of activities conducted (i) in the Intermediate Field of Use to [*] and (ii) in the Fuel Field of Use to [*]; and provided, further, that the aggregate indemnification obligations of Shell pursuant to this Section 8.2(d) shall be capped for all Losses incurred as a result of activities conducted (i) in the Intermediate Field of Use at [*] and (ii) in the Fuel Field of Use at [*]; or (e) infringement of patent rights owned or otherwise controlled by such Third Party by the practice of intellectual property provided to Codexis or any Affiliate of Codexis by or on behalf of Shell or any Affiliate of Shell, or to improvements made by Codexis or any Affiliate of Codexis to such intellectual property; or (f) the negligence or willful misconduct of Shell or its Affiliates, and its or their directors, officers, agents, employees, sublicensees, or consultants; except in any such case for Losses to the extent, and only to the extent, reasonably attributable to a breach by Codexis of its representations and warranties set forth in this Amended and Restated License Agreement or the Codexis Indemnitees having committed an act or acts of gross negligence, recklessness or willful misconduct. Shell shall use commercially reasonable efforts to require Third Party sublicensees to indemnify Shell and Codexis against Losses due to such Third Party sublicensee’s use of any Biocatalyst sublicensed to such Third Party sublicensee pursuant to this Amended and Restated License Agreement.

Indemnification by Shell. Shell shall fully indemnify, defend and hold Codexis and its Affiliates, and their respective agents, employees, consultants, officers and directors (the “Codexis Indemnitees”) harmless from and against any and all Losses arising from: (a) breach by Shell of any of its representations and warranties under this Amended and Restated License Agreement; (b) failure to perform its obligations under this Amended and Restated License Agreement; (c) the use under this Amended and Restated License Agreement by Shell or a Shell [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Affiliate of any Biocatalyst except to the extent such Losses relate to the infringement of any intellectual property right of a Third Party; (d) the use under this Amended and Restated License Agreement by a Third Party sublicensee of any Biocatalyst except to the extent such Losses relate to the infringement of any intellectual property right of a Third Party; provided, however, that Shell’s indemnification obligations pursuant to this Section 8.2(d) shall be limited for any particular Loss incurred as a result of activities conducted (i) in the Intermediate Field of Use to [*] and (ii) in the Fuel Field of Use to [*]; and provided, further, that the aggregate indemnification obligations of Shell pursuant to this Section 8.2(d) shall be capped for all Losses incurred as a result of activities conducted (i) in the Intermediate Field of Use at [*] and (ii) in the Fuel Field of Use at [*]; or (e) infringement of patent rights owned or otherwise controlled by such Third Party by the practice of intellectual property provided to Codexis or any Affiliate of Codexis by or on behalf of Shell or any Affiliate of Shell, or to improvements made by Codexis or any Affiliate of Codexis to such intellectual property; or (f) the negligence or willful misconduct of Shell or its Affiliates, and its or their directors, officers, agents, employees, sublicensees, or consultants; except in any such case for Losses to the extent, and only to the extent, reasonably attributable to a breach by Codexis of its representations and warranties set forth in this Amended and Restated License Agreement or the Codexis Indemnitees having committed an act or acts of gross negligence, recklessness or willful misconduct. Shell shall use commercially reasonable efforts to require Third Party sublicensees to indemnify Shell and Codexis against Losses due to such Third Party sublicensee’s use of any Biocatalyst sublicensed to such Third Party sublicensee pursuant to this Amended and Restated License Agreement.

Indemnification by Shell. Shell shall fully indemnify, defend and hold Codexis and its Affiliates, and their respective agents, employees, consultants, officers and directors (the “Codexis Indemnitees”) harmless from and against any and all Losses arising from: (a) breach by Shell of any of its representations and warranties under this Amended and Restated License Agreement; (b) failure to perform its obligations under this Amended and Restated License Agreement; (c) the use under this Amended and Restated License Agreement by Shell or a Shell Affiliate of any Biocatalyst except to the extent such Losses relate to the infringement of any intellectual property right of a Third Party; (d) the use under this Amended and Restated License Agreement by a Third Party sublicensee of any Biocatalyst except to the extent such Losses relate to the infringement of any intellectual property right of a Third Party; provided, however, that Shell’s indemnification obligations pursuant to this Section 8.2(d) shall be limited for any particular Loss incurred as a result of activities conducted (i) in the Intermediate Field of Use to [*] five million dollars ($5,000,000) and (ii) in the Fuel Field of Use to [*]fifteen million dollars ($15,000,000); and provided, further, that the aggregate indemnification obligations of Shell pursuant to this Section 8.2(d) shall be capped for all Losses incurred as a result of activities conducted (i) in the Intermediate Field of Use at [*] twenty-five million dollars ($25,000,000) and (ii) in the Fuel Field of Use at [*]seventy-five million dollars ($75,000,000); or (e) infringement of patent rights owned or otherwise controlled by such Third Party by the practice of intellectual property provided to Codexis or any Affiliate of Codexis by or on behalf of Shell or any Affiliate of Shell, or to improvements made by Codexis or any Affiliate of Codexis to such intellectual property; or (f) the negligence or willful misconduct of Shell or its Affiliates, and its or their directors, officers, agents, employees, sublicensees, or consultants; except in any such case for Losses to the extent, and only to the extent, reasonably attributable to a breach by Codexis of its representations and warranties set forth in this Amended and Restated License Agreement or the Codexis Indemnitees having committed an act or acts of gross negligence, recklessness or willful misconduct. Shell shall use commercially reasonable efforts to require Third Party sublicensees to indemnify Shell and Codexis against Losses due to such Third Party sublicensee’s use of any Biocatalyst sublicensed to such Third Party sublicensee pursuant to this Amended and Restated License Agreement.

Indemnification by Shell. Shell shall fully indemnify, defend and hold Codexis and its Affiliates, and their respective agents, employees, consultants, officers and directors (the “Codexis Indemnitees”) harmless from and against any and all Losses arising from: (a) breach by Shell of any of its representations and warranties under this Amended and Restated License Agreement; (b) failure to perform its obligations under this Amended and Restated License Agreement; (c) the use under this Amended and Restated License Agreement by Shell or a Shell Affiliate of any Biocatalyst except to the extent such Losses relate to the infringement of any intellectual property right of a Third Party; (d) the use under this Amended and Restated License Agreement by a Third Party sublicensee of any Biocatalyst except to the extent such Losses relate to the infringement of any intellectual property right of a Third Party; provided, however, that Shell’s indemnification obligations pursuant to this Section 8.2(d) shall be limited for any particular Loss incurred as a result of activities conducted (i) in the Intermediate Field of Use to [*] five million dollars ($5,000,000) and (ii) in the Fuel Field of Use to [*]fifteen million dollars ($15,000,000); and provided, further, that the aggregate indemnification obligations of Shell pursuant to this Section 8.2(d) shall be capped for all Losses incurred as a result of activities conducted (i) in the Intermediate Field of Use at [*] twenty-five million dollars ($25,000,000) and (ii) in the Fuel Field of Use at [*]seventy-five million dollars ($75,000,000); or (e) infringement of patent rights owned or otherwise controlled by such Third Party by the practice of intellectual property provided to Codexis or any Affiliate of Codexis by or on behalf of Shell or any Affiliate of Shell, or to improvements made by Codexis or any Affiliate of Codexis to such intellectual property; or (f) the negligence or willful misconduct of Shell or its Affiliates, and its or their [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. directors, officers, agents, employees, sublicensees, or consultants; except in any such case for Losses to the extent, and only to the extent, reasonably attributable to a breach by Codexis of its representations and warranties set forth in this Amended and Restated License Agreement or the Codexis Indemnitees having committed an act or acts of gross negligence, recklessness or willful misconduct. Shell shall use commercially reasonable efforts to require Third Party sublicensees to indemnify Shell and Codexis against Losses due to such Third Party sublicensee’s use of any Biocatalyst sublicensed to such Third Party sublicensee pursuant to this Amended and Restated License Agreement.