Common use of Indemnification by Xxxxx Clause in Contracts

Indemnification by Xxxxx. Xxxxx shall defend, indemnify and hold harmless Asuragen and its Affiliates, sublicensees and distributors and each of their respective officers, directors, shareholders, employees, agents, successors and assigns from and against all Claims, to the extent arising out of (a) a breach by Asuragen of any of its representations, warranties, covenants or agreements under this Agreement, or (b) the manufacture, use, handling, storage, marketing, sale, distribution or other disposition of any product or service pursuant to the licenses granted herein by Asuragen, its Affiliates, agents or sublicensees. Xxxxx shall pay any and all damages, liabilities, losses, settlements, costs (including, without limitation, reasonable attorneys’ fees and costs), awarded by a court as a result of such Claim. Asuragen’s foregoing obligation to indemnify, defend and hold harmless shall not apply to such portion of any Claims arising or resulting from: (i) a breach or nonfulfillment of any representation, warranty or covenant of (A) the Parent (as defined in the Merger Agreement) set forth in the Merger Agreement; or (B) Asuragen (or any of the other indemnified parties set forth in Section 7.2 above) set forth in any of the Ancillary Agreements; or (ii) any gross negligence or willful misconduct of Asuragen (or any of the other indemnified parties set forth in this Section 7.2) or of the Parent (as defined in the Merger Agreement). Except as provided in the preceding sentence, the foregoing obligation to indemnify, defend and hold harmless shall be in addition to, and not diminish in any way, Asuragen’s indemnification obligations pursuant to the other Ancillary Agreements, nor the indemnification obligations set forth in Article X of the Merger Agreement.

Indemnification by Xxxxx. Xxxxx shall defendindemnify, indemnify defend and hold harmless Asuragen Zymeworks and its Affiliates, sublicensees and distributors and each of their respective officers, directors, shareholders, employees, agentscontractors, successors agents and assigns (each, a “Zymeworks Indemnified Party”), harmless from and against all Claims, to the extent arising out of (a) a breach Losses incurred by Asuragen of any of its representations, warranties, covenants or agreements under this Agreement, or (b) the manufacture, use, handling, storage, marketing, sale, distribution or other disposition of any product or service pursuant to the licenses granted herein by Asuragen, its Affiliates, agents or sublicensees. Xxxxx shall pay any and all damages, liabilities, losses, settlements, costs (including, without limitation, reasonable attorneys’ fees and costs), awarded by a court Zymeworks Indemnified Party as a result of such Claim. Asuragen’s foregoing obligation to indemnify, defend and hold harmless shall not apply to such portion of any Third Party Claims against any Zymeworks Indemnified Party (including without limitation product liability claims) arising or resulting from: (i) a breach or nonfulfillment of any representation, warranty or covenant of (Aa) the Parent research, development or commercialization of Antibodies or Products by or on behalf of Lilly or its Affiliates, licensees or sublicensees (as defined in the Merger Agreementexcluding Zymeworks and its Related Parties) set forth in the Merger under this Agreement; or (Bb) Asuragen (or any of the other indemnified parties set forth in Section 7.2 above) set forth in any of the Ancillary Agreements; or (ii) any gross negligence or willful misconduct of Asuragen Lilly or its Affiliates pursuant to this Agreement; or (c) the material breach of any term in or any of the other indemnified parties set forth in covenants, warranties, representations made by Lilly to Zymeworks under this Section 7.2) or of the Parent (as defined in the Merger Agreement). Except as provided in the preceding sentence, the foregoing obligation Xxxxx is only obliged to indemnify, defend so indemnify and hold the Zymeworks Indemnified Parties harmless shall be in addition to, and not diminish in any way, Asuragen’s indemnification obligations pursuant to the other Ancillary Agreements, nor extent that such Claims do not arise from the indemnification obligations set forth in Article X material breach of this Agreement or the Merger Agreementnegligence or willful misconduct of Zymeworks or its Related Parties.

Indemnification by Xxxxx. Xxxxx shall defendindemnify, indemnify defend and hold harmless Asuragen Dicerna and its Affiliates, sublicensees and distributors and each of their respective officers, directors, shareholders, employees, agentscontractors, successors agents and assigns (each, a “Dicerna Indemnified Party”), harmless from and against all Claims, to the extent arising out of (a) a breach Losses incurred by Asuragen of any of its representations, warranties, covenants or agreements under this Agreement, or (b) the manufacture, use, handling, storage, marketing, sale, distribution or other disposition of any product or service pursuant to the licenses granted herein by Asuragen, its Affiliates, agents or sublicensees. Xxxxx shall pay any and all damages, liabilities, losses, settlements, costs (including, without limitation, reasonable attorneys’ fees and costs), awarded by a court Dicerna Indemnified Party as a result of such Claim. Asuragen’s foregoing obligation to indemnify, defend and hold harmless shall not apply to such portion of any Third Party Claims against any Dicerna Indemnified Party (including product liability claims) arising or resulting from: (i) a breach or nonfulfillment of any representation, warranty or covenant of (Aa) the Parent Research, Development, manufacture (as defined in the Merger Agreement) set forth in the Merger Agreement; including formulation), Commercialization or (B) Asuragen (or any other exploitation of the Compounds and Products pursuant to this Agreement by or on behalf of Lilly or its Affiliates (other indemnified parties set forth in Section 7.2 abovethan to the extent Dicerna or its Affiliates are carrying out work on behalf of Xxxxx, but subject to subclause (d)), (b) set forth in any of the Ancillary Agreements; or (ii) any gross negligence or willful misconduct of Asuragen Lilly or its Affiliates pursuant to this Agreement; (c) the material breach of any term in or any the covenants, warranties, representations made by Xxxxx to Dicerna US and/or Dicerna Cayman under this Agreement or (d) misappropriation of a Third Party’s Know-How to the other indemnified parties set forth in this Section 7.2) extent such misappropriation arises from Dicerna’s, its Affiliate’s or of its or their sublicensees’ activities hereunder from materials provided by Xxxxx for the Parent (use as defined in the Merger Agreement)to which misappropriation is asserted. Except as provided in the preceding sentence, the foregoing obligation Xxxxx is only obliged to indemnify, defend so indemnify and hold the Dicerna Indemnified Parties harmless shall be in addition to, and not diminish in any way, Asuragen’s indemnification obligations pursuant to the other Ancillary Agreements, nor extent that such Claims do not arise from the indemnification obligations set forth in Article X material breach of this Agreement or the Merger Agreementnegligence or willful misconduct of a Dicerna Indemnified Party.

Indemnification by Xxxxx. Xxxxx shall defend, indemnify and hold harmless Asuragen and its Affiliates, sublicensees and distributors and each of their respective officers, directors, shareholders, employees, agents, successors and assigns from and against all Claims, to the extent arising out of (a) a breach by Asuragen of any of its representations, warranties, covenants or agreements under this Agreement, or (b) the manufacture, use, handling, storage, marketing, sale, distribution or other disposition of any product or service pursuant to the licenses granted herein by Asuragen, its Affiliates, agents or sublicensees. Xxxxx shall pay any and all damages, liabilities, losses, settlements, costs (including, without limitation, reasonable attorneys’ fees and costs), awarded by a court as a result of such Claim. Asuragen’s foregoing obligation to indemnify, defend and hold harmless shall not apply to such portion Licensee and its employees, officers, directors and agents and its Sublicensees (each, a “Licensee Indemnified Party”) from and against any Liability arising out of any Claims Third Party Claim, which Licensee Indemnified Party may incur, suffer or be required to pay to the extent resulting from or arising or resulting from: in connection with (i) a the breach or nonfulfillment by Xxxxx of any representationcovenant, representation or warranty or covenant of (A) the Parent (as defined contained in the Merger Agreement) set forth in the Merger this Agreement; (ii) any negligent or (B) Asuragen wrongful act or omission by Xxxxx (or any of its licensees, licensors or their respective directors, officers, or agents, or distributors thereof) which is the other indemnified parties set forth in Section 7.2 aboveproximate cause of injury, death or property damage to a Third Party; (iii) set forth in any Third Party Claim that the granting of the rights and licenses herein by Xxxxx violates any rights of any Third Party, or (iv) claims for bodily injury, death, product liability, warranty of fitness or merchantability, or property damage attributable to the development, Manufacture, distribution, sale or use of the Compound or pharmaceutical products incorporating the Compound by Xxxxx, any of its licensees other than Licensee or their respective agents or distributors; except to the Ancillary Agreements; extent that such Liability arises in connection with or is otherwise attributable to (A) a breach by Licensee of this Agreement or (B), in the case of clauses (ii) through (v), any gross negligence negligent act or willful omission or intentional misconduct on the part of Asuragen (Licensee or any of the other indemnified parties set forth in this Liability for which Licensee is required to provide indemnification under Section 7.2) or of the Parent (as defined in the Merger Agreement). Except as provided in the preceding sentence, the foregoing obligation to indemnify, defend and hold harmless shall be in addition to, and not diminish in any way, Asuragen’s indemnification obligations pursuant to the other Ancillary Agreements, nor the indemnification obligations set forth in Article X of the Merger Agreement10.1.