Common use of INDEMNIFICATION, INSURANCE, LIMITED LIABILITIES Clause in Contracts

INDEMNIFICATION, INSURANCE, LIMITED LIABILITIES. A. The Sponsor shall defend, indemnify and hold harmless the Investigator, the Institution, HMO and any of their employees, agents or contractors (collectively the “Indemnitees”) promptly upon their first demand from and against any loss, damage, liability and expense (including legal fees, arising out of or resulting from the performance of the Study and/or from the direct or indirect use, sale or manufacture by the Sponsor of the Study and/or the Study results and /or of products incorporating or involving such results and, without limitation to the foregoing, from or against product liability claims or claims regarding third party’s intellectual properly rights; provided however: (1) that the Sponsor’s indemnification obligations under this Section shall be proportionately reduced to the extent the loss was caused or increased by the negligence or willful misconduct of an Indemnitee (but only to the extent that such demands, claims, or judgments are due to the negligence or willful malfeasance of the Indemnitees); (2) that the Sponsor is notified in writing as soon as practicable under the circumstances of any complaint or claim potentially subject to indemnification; (3) the Indemnitees give the Sponsor all reasonable cooperation in the defense of the claims subject to Sponsor proving Indemnitees with legal defense within the specified defense periods under Israeli law. (4) the Indemnitees do not settle any claim or compromise any defense thereof without the consent of the Sponsor, which will not be unreasonably withheld and subject to Sponsor proving Indemnitees with legal defense within the specified defense periods under Israeli law. Sponsor may admit fault on behalf of the Indemnitees only subject to written approval of the Institution, which shall not be unreasonably withheld. B. The Indemnitees shall be entitled, at their sole discretion, to either (i) instruct the Sponsor to assume defense of any litigation or other legal procedure which entitles them to indemnification under this Agreement, in which case the Indemnitees shall be entitled to approve the choice of the legal counsel of the Sponsor, such approval shall not be unreasonably withheld, or (ii) to manage their defense themselves, in which case the Sponsor shall be responsible to any legal expenses (including reasonable attorney fees) stemming from such procedure and the results thereof. C. The Sponsor shall reimburse Institution for reasonable and necessary medical expenses incurred by Study Subjects as a direct result of the treatment of adverse reactions resulting from the administration of the Product and/or Study drugs and/or devices or procedures performed in accordance with the Protocol, provided such expenses are not covered by the Study Subject’s medical or hospital insurance coverage and are in no way attributable to the negligence or misconduct of any agent or employee of the Institution. No other compensation of any type will be provided by the Sponsor to the Study Subjects. D. Without derogating from the aforementioned, the Sponsor warrants and undertakes that it has purchased, and shall maintain during the entire term of the Agreement and for all relevant times subsequent thereto (including under applicable statues of limitation), sufficient insurance coverage for the Study and for the Sponsor’s liabilities hereunder, including without limitation, for claims relating to negligence of both Sponsor and of personnel performing the Study, and for claims relating to product liability, which insurance coverage shall be satisfactory to the Institution. The Sponsor further undertakes that HMO, the Institution, the Investigator and their employees will be included as co-insured in such insurance policy/ies. The insurance shall not be diminished or cancelled throughout the Study and the subsequent periods (according to the limitation/obsolescence act). Thirty (30) days prior to such insurance expiry, Sponsor shall provide the Institution with a policy extension or a new valid policy. Absence to provide such policy extension or a valid insurance policy shall entitle to Institution to terminate this Agreement and the Study immediately and without notice.

INDEMNIFICATION, INSURANCE, LIMITED LIABILITIES. A. The Sponsor Each party shall defend, indemnify and hold harmless (the Investigator, “Indemnifying Party”) the Institution, HMO other parties and any of their employees, agents or contractors (collectively the “Indemnitees”) promptly upon their first demand from and against any loss, damage, liability and expense (including legal fees, ) arising out of or resulting from the results or performance of the Study and/or from the direct or indirect use, sale or manufacture by the Sponsor of the Study and/or the Study results and /or of products incorporating or involving such results and, without limitation to the foregoing, from or against product liability claims or claims regarding third party’s intellectual properly property rights; provided however: (1) that the SponsorIndemnifying Party’s indemnification obligations under this Section shall be proportionately reduced to the extent the loss was caused or increased by the negligence or willful misconduct of an Indemnitee (but only to the extent that such demands, claims, or judgments are due to the negligence or willful malfeasance of the Indemnitees); (2) that the Sponsor Indemnifying Party is notified in writing as soon as practicable under the circumstances of any complaint or claim potentially subject to indemnification; (3) the Indemnitees give the Sponsor all reasonable cooperation in the defense of the claims subject to Sponsor proving Indemnitees with legal defense within the specified defense periods under Israeli law. (4) the Indemnitees do not settle any claim or compromise any defense thereof without the consent of the Sponsor, which will not be unreasonably withheld and subject to Sponsor proving Indemnitees with legal defense within the specified defense periods under Israeli law. Sponsor may admit fault on behalf of the Indemnitees only subject to written approval of the Institution, which shall not be unreasonably withheld. B. The Indemnitees shall be entitled, at their sole discretion, to either (i) instruct the Sponsor Indemnifying Party to assume defense of any litigation or other legal procedure which entitles them to indemnification under this Agreement, in which case the Indemnitees shall be entitled to approve the choice of the legal counsel of the SponsorIndemnifying Party, such approval shall not be unreasonably withheld, or (ii) to manage their defense themselves, in which case the Sponsor Indemnifying Party shall be responsible to any legal expenses (including reasonable attorney fees) stemming from such procedure and the results thereof. C. The Sponsor shall reimburse Institution for reasonable and necessary medical expenses incurred by Study Subjects as a direct result of the treatment of adverse reactions resulting from the administration of the Product and/or Study drugs and/or devices or procedures performed in accordance with the Protocol, provided such expenses are not covered by the Study Subject’s 's medical or hospital insurance coverage and are in no way attributable to the negligence or misconduct of any agent or employee of the Institution. No other compensation of any type will be provided by the Sponsor to the Study Subjects. D. Without derogating from the aforementioned, the Sponsor warrants and undertakes that it has purchased, and shall maintain during the entire term of the Agreement and for all relevant times subsequent thereto (including under applicable statues of limitation), sufficient insurance coverage for the Study and for the Sponsor’s liabilities hereunder, including without limitation, for claims relating to negligence of both Sponsor and of personnel performing the Study, and for claims relating to product liability, which insurance coverage shall be satisfactory to the Institution. The Sponsor further undertakes that HMO, the Institution, the Investigator and their employees will be included as co-insured in such insurance policy/ies. The insurance shall not be diminished or cancelled throughout Sponsor represents that as of the Study and date hereof, it maintains the subsequent periods (according to the limitation/obsolescence act). Thirty (30) days prior to such insurance expiry, Sponsor shall provide the Institution with a policy extension or a new valid policy. Absence to provide such policy extension or a valid insurance policy shall entitle to Institution to terminate this Agreement and the Study immediately and without noticethat is annexed hereto as Schedule D1. 1 make sure an insurance policy is attached.

INDEMNIFICATION, INSURANCE, LIMITED LIABILITIES. A. The Sponsor Each party shall defend, indemnify and hold harmless (the Investigator, “Indemnifying Party”) the Institution, HMO other parties and any of their employees, agents or contractors (collectively the “"Indemnitees”") promptly upon their first demand from and against any loss, damage, liability and expense (including legal fees, ) arising out of or resulting from the results or performance of the Study and/or from the direct or indirect use, sale or manufacture by the Sponsor of the Study and/or the Study results and /or of products incorporating or involving such results and, without limitation to the foregoing, from or against product liability claims or claims regarding third party’s intellectual properly property rights; provided however: (1) that the SponsorIndemnifying Party’s indemnification obligations under this Section shall be proportionately reduced to the extent the loss was caused or increased by the negligence or willful misconduct of an Indemnitee (but only to the extent that such demands, claims, or judgments are due to the negligence or willful malfeasance of the Indemnitees); (2) that the Sponsor Indemnifying Party is notified in writing as soon as practicable under the circumstances of any complaint or claim potentially subject to indemnification; (3) the Indemnitees give the Sponsor all reasonable cooperation in the defense of the claims subject to Sponsor proving Indemnitees with legal defense within the specified defense periods under Israeli law. (4) the Indemnitees do not settle any claim or compromise any defense thereof without the consent of the Sponsor, which will not be unreasonably withheld and subject to Sponsor proving Indemnitees with legal defense within the specified defense periods under Israeli law. Sponsor may admit fault on behalf of the Indemnitees only subject to written approval of the Institution, which shall not be unreasonably withheld. B. The Indemnitees shall be entitled, at their sole discretion, to either (i) instruct the Sponsor Indemnifying Party to assume defense of any litigation or other legal procedure which entitles them to indemnification under this Agreement, in which case the Indemnitees shall be entitled to approve the choice of the legal counsel of the SponsorIndemnifying Party, such approval shall not be unreasonably withheld, or (ii) to manage their defense themselves, in which case the Sponsor Indemnifying Party shall be responsible to any legal expenses (including reasonable attorney fees) stemming from such procedure and the results thereof. C. The Sponsor shall reimburse Institution for reasonable and necessary medical expenses incurred by Study Subjects as a direct result of the treatment of adverse reactions resulting from the administration of the Product and/or Study drugs and/or devices or procedures performed in accordance with the Protocol, provided such expenses are not covered by the Study Subject’s 's medical or hospital insurance coverage and are in no way attributable to the negligence or misconduct of any agent or employee of the Institution. No other compensation of any type will be provided by the Sponsor to the Study Subjects. D. Without derogating from the aforementioned, the Sponsor warrants and undertakes that it has purchased, and shall maintain during the entire term of the Agreement and for all relevant times subsequent thereto (including under applicable statues of limitation), sufficient insurance coverage for the Study and for the Sponsor’s liabilities hereunder, including without limitation, for claims relating to negligence of both Sponsor and of personnel performing the Study, and for claims relating to product liability, which insurance coverage shall be satisfactory to the Institution. The Sponsor further undertakes that HMO, the Institution, the Investigator and their employees will be included as co-insured in such insurance policy/ies. The insurance shall not be diminished or cancelled throughout Sponsor represents that as of the Study and date hereof, it maintains the subsequent periods (according to the limitation/obsolescence act). Thirty (30) days prior to such insurance expiry, Sponsor shall provide the Institution with a policy extension or a new valid policy. Absence to provide such policy extension or a valid insurance policy shall entitle to Institution to terminate this Agreement and the Study immediately and without notice.that is annexed hereto as Schedule D.

INDEMNIFICATION, INSURANCE, LIMITED LIABILITIES. A. The Sponsor Each party shall defend, indemnify and hold harmless (the Investigator, “Indemnifying Party”) the Institution, HMO other parties and any of their employees, agents or contractors (collectively the “"Indemnitees”") promptly upon their first demand from and against any loss, damage, liability and expense (including legal fees, ) arising out of or resulting from the results or performance of the Study and/or from the direct or indirect use, sale or manufacture by the Sponsor of the Study and/or the Study results and /or of products incorporating or involving such results and, without limitation to the foregoing, from or against product liability claims or claims regarding third party’s intellectual properly property rights; provided however: (1) that the SponsorIndemnifying Party’s indemnification obligations under this Section shall be proportionately reduced to the extent the loss was caused or increased by the negligence or willful misconduct of an Indemnitee (but only to the extent that such demands, claims, or judgments are due to the negligence or willful malfeasance of the Indemnitees); (2) that the Sponsor Indemnifying Party is notified in writing as soon as practicable under the circumstances of any complaint or claim potentially subject to indemnification; (3) the Indemnitees give the Sponsor all reasonable cooperation in the defense of the claims subject to Sponsor proving Indemnitees with legal defense within the specified defense periods under Israeli law. (4) the Indemnitees do not settle any claim or compromise any defense thereof without the consent of the Sponsor, which will not be unreasonably withheld and subject to Sponsor proving Indemnitees with legal defense within the specified defense periods under Israeli law. Sponsor may admit fault on behalf of the Indemnitees only subject to written approval of the Institution, which shall not be unreasonably withheld. B. The Indemnitees shall be entitled, at their sole discretion, to either (i) instruct the Sponsor Indemnifying Party to assume defense of any litigation or other legal procedure which entitles them to indemnification under this Agreement, in which case the Indemnitees shall be entitled to approve the choice of the legal counsel of the SponsorIndemnifying Party, such approval shall not be unreasonably withheld, or (ii) to manage their defense themselves, in which case the Sponsor Indemnifying Party shall be responsible to any legal expenses (including reasonable attorney fees) stemming from such procedure and the results thereof. C. The Sponsor shall reimburse Institution for reasonable and necessary medical expenses incurred by Study Subjects as a direct result of the treatment of adverse reactions resulting from the administration of the Product and/or Study drugs and/or devices or procedures performed in accordance with the Protocol, provided such expenses are not covered by the Study Subject’s 's medical or hospital insurance coverage and are in no way attributable to the negligence or misconduct of any agent or employee of the Institution. No other compensation of any type will be provided by the Sponsor to the Study Subjects. D. Without derogating from the aforementioned, the Sponsor warrants and undertakes that it has purchased, and shall maintain during the entire term of the Agreement and for all relevant times subsequent thereto (including under applicable statues of limitation), sufficient insurance coverage for the Study and for the Sponsor’s liabilities hereunder, including without limitation, for claims relating to negligence of both Sponsor and of personnel performing the Study, and for claims relating to product liability, which insurance coverage shall be satisfactory to the Institution. The Sponsor further undertakes that HMO, the Institution, the Investigator and their employees will be included as co-insured in such insurance policy/ies. The insurance shall not be diminished or cancelled throughout Sponsor represents that as of the Study and date hereof, it maintains the subsequent periods (according to the limitation/obsolescence act). Thirty (30) days prior to such insurance expiry, Sponsor shall provide the Institution with a policy extension or a new valid policy. Absence to provide such policy extension or a valid insurance policy shall entitle to Institution to terminate this Agreement and the Study immediately and without noticethat is annexed hereto as Schedule D1.