Indemnification Limitation of Liability Insurance. 1Indemnification by Affimed. Affimed shall defend, indemnify and hold harmless Artiva, its Affiliates, and its and their employees, directors, subcontractors and agents (collectively, the “Artiva Indemnitees”) from and against any liabilities, damages, settlements, penalties, fines, reasonable costs and expenses (including, reasonable attorneys’ fees and other expenses of litigation) (collectively, “Losses”) resulting from Third Party suits, claims, actions, allegations and demands (each, a “Third Party Claim”) against an Artiva Indemnitee to the extent that they arise or result from: (a) the negligence or willful misconduct by any Affimed Indemnitee in connection with this Agreement, (b) a breach by Affimed of any of its representations, warranties, covenants or other obligations of Affimed under this Agreement, (c) any Later Imposed Withholding (subject to Section 9.4(b)), (d) any injury to a subject in the Combination Therapy Trial to the extent attributable to the Affimed Product, (e) any injury to a customer or end-user of Combination Therapy to the extent attributable to the Affimed Product or (f) the use by Affimed, its Affiliates, contractors or licensees of Combination Therapy Clinical Data, Affimed Inventions, or Joint Technology (including Joint Patents); but excluding, in each case (of (a) through (f)), any such Losses to the extent arising or resulting from a cause or event for which Artiva is obligated to indemnify the Affimed Indemnitees pursuant to Section 14.2.
Indemnification Limitation of Liability Insurance. 5.1 Sponsor agrees to defend, indemnify and hold harmless the Institution and the Investigator and their respective directors, officers, employees, Agents, and Trial Site Team Members (the "Indemnitees"), against all claims, actions, suits, proceedings, liability, losses, damages, charges, orders, fines and expenses, including assessable legal fees and disbursements made or brought by a third party against an Indemnitee for harm:
a. arising out of or relating to the administration of the Investigational Medicinal Product in accordance with the Protocol or any clinical intervention or procedure provided for or required by the Protocol to which the Clinical Trial Subjects would not have been exposed but for their participation in the Clinical Trial;
b. arising out of errors or omissions by Sponsor;
c. arising out of or relating to the negligence or wilful misconduct of Sponsor in performing its obligations under this Agreement;
d. arising out of or relating to the violation of Applicable Law related to the conduct of the Clinical Trial by Sponsor; or
e. arising out of or relating to the breach of any provision of this Agreement by Sponsor.
5.2 The Institution agrees to defend, indemnify and hold harmless the Sponsor, the Investigators and their respective directors, officers, employees and Agents (the "Indemnitees") against all claims, actions, suits, proceedings, liability, losses, damages, charges, orders, fines and expenses, including assessable legal fees and disbursements made or brought by a third party against an Indemnitee for harm:
a. arising out of or relating to the negligence or wilful misconduct of the Institution, its employees and Agents in performing their obligations under this Agreement;
b. arising out of errors or omissions by Institution;
c. arising out of or relating to the failure of the Institution, its employees and Agents to comply with the provisions of this Agreement, the Protocol, or any written instructions of Sponsor concerning the Clinical Trial; or
d. arising out of the violation of Applicable Law related to the conduct of the Clinical Trial by the Institution, its employees or Agents.
5.3 The indemnities set out in 5.1 and 5.2 shall not apply to a claim or proceeding:
a. if the Indemnitee has made any admission or taken any action relating to the claim or proceeding that is prejudicial to the defence of it without the written consent of the indemnifying party;
b. to the extent that the claim or proceeding is caused by a breac...
Indemnification Limitation of Liability Insurance. 1.1. Indemnification by Innate. Innate will indemnify, hold harmless, and defend Takeda, its Affiliates, and their respective directors, officers, employees, and agents (“Takeda Indemnitees”) from and against any and all losses, liabilities, damages, costs, taxes (including penalties and interest) fees, and expenses (including reasonable attorneys’ fees and litigation expenses) (collectively, “Losses”) resulting from any claims, suits, proceedings or causes of action brought by a Third Party (collectively, “Claims”) against such Xxxxxx Xxxxxxxxxxx to the extent arising out of or resulting from:
1.1.1. any breach of any representation or warranty made by Innate in this Agreement, or if such representation or warranty is not true, or any breach or violation of any covenant or agreement under this Agreement by or on behalf of Innate,
1.1.2. the gross negligence or willful misconduct by or of Innate or any of its Affiliates, or any of their respective directors, officers, employees, or agents in the performance of Innate’s obligations under this Agreement, and
1.1.3. the Exploitation of any Licensed Antibody (including any product that includes any Licensed Antibody) by or on behalf of Innate or any of its Affiliates, licensees, or sublicensees. Notwithstanding the foregoing, Innate will have no obligation to indemnify the Takeda Indemnitees to the extent that the Losses arise out of or result from matters described under Section 7.2 (Indemnification by Takeda).
Indemnification Limitation of Liability Insurance. 1General Indemnification by Otsuka. Otsuka shall indemnify, hold harmless and defend Esperion, its Sublicensees, and their respective directors, officers, employees and agents (“Esperion Indemnitees”) from and against any and all Third Party claims, suits, losses, liabilities, damages, costs, fees and expenses (including reasonable attorneys’ fees and litigation expenses) (collectively, “Losses”) arising out of or resulting from (a) the Development, Manufacture or Commercialization of the Licensed Products by Otsuka or its Sublicensees in the Otsuka Territory, (b) any breach of, or inaccuracy in, any representation or warranty made by Otsuka in this Agreement, or any breach or violation of any covenant or agreement of Otsuka in or in the performance of this Agreement or (c) the negligence or willful misconduct by or of Otsuka and its Sublicensees and subcontractors, including CMOs, and their respective directors, officers, employees and agents in the performance of Otsuka’s obligations under this Agreement. Otsuka shall have no obligation to indemnify the Esperion Indemnitees to the extent that the Losses arise out of or result from any breach of, or inaccuracy in, any representation or warranty made by Esperion in this Agreement, or any breach or violation of any covenant or agreement of Esperion in or in the performance of this Agreement, or the negligence or willful misconduct by or of any of the Esperion Indemnitees, or matters for which Esperion is obligated to indemnify Otsuka under Section 11.2 (General Indemnification by Esperion).
Indemnification Limitation of Liability Insurance. 14.1. The Company shall defend, indemnify and hold harmless Hadasit, HMO, and their respective officers, directors, employees, and agents (hereinafter collectively, the “Hadasit Indemnitees”) from and against any claim, demand or action (a “Claim”) brought by any third party (including product liability claims), and any and all liabilities, losses, damages, court costs, reasonable attorney's fees, or other costs or expenses resulting therefrom (“Losses”) which result from (a) the use and/or exploitation of the Qualified Data, (b), Company’s breach of any of its representations and warranties under this Agreement, (c) Company’s breach of Applicable Law, (d) Company’s negligence or willful misconduct, except, in each case (a), (b), (c) and (d), to the extent that such Losses or Claims are attributed to (i) Hadasit Indemnitees’ breach of any of its representations and warranties under this Agreement, (ii) Hadasit Indemnitees’ breach of Applicable Law, or (iii) Hadasit Indemnitees’ negligence, or willful misconduct.
14.2. Hadasit shall be liable towards the Company from and against any and all Losses which the Company suffer, incur or sustain resulting from or arising out of a third party claim, resulting from any (i) Xxxxxxx’s breach of any of its representations and warranties under this Agreement (ii) Hadasit’s breach of Applicable Law, (iii) Hadasit’s negligence or willful misconduct. The Company shall have full authority and control over the defense and settlement of any such Claim, provided that the Company does so diligently and render the Hadasit Indemnitees with a legal defense in a court of law in line with the statutory timelines limits of such legal action. If the Company fails to take action to contest a Claim (or to inform Xxxxxxx Indemnitees that it plans to do so within the requisite time limits) at least 14 (fourteen) days before the time limit, if any, set forth in the Applicable Laws relating to the filing of such action, Hadasit Indemnitees shall have the right to bring and control any action or proceeding with respect to such Claim at the reasonable expense of the Company and by counsel of Hadasit Indemnitees’ own choice. Hadasit Indemnitees shall not compromise or settle such litigation without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. The Company may not admit fault or liability on behalf of Hadasit Indemnitees, without Xxxxxxx’s explicit consent. Each Party hereto shall: (i) p...
Indemnification Limitation of Liability Insurance. (a) The Client agrees to indemnify, defend and hold harmless the Service Provider, its Affiliates and their respective officers, directors, employees, and agents (each, a “Representative”) from any and all Losses incurred by any of them relating to a Third Party Claim arising from or relating to:
(i) Any breach of any obligation by the Client under this Agreement or a PSA, or of any representation or warranty of the Client under this Agreement or a PSA or any act, or omission of the Client in connection with its obligations under this Agreement or a PSA;
(ii) Any claim that the Product infringes or violates the intellectual property rights of a third party;
(iii) the negligence, recklessness or willful misconduct of, or breach of a statutory duty by Client or its agents in connection with this Agreement; or
(iv) Client’s development, studies, regulatory submissions, use, storage, handling, shipment or Commercialization of, or with respect to, the Product. The Client shall have no liability under this Section 8(a) for items that are Service Provider’s responsibility pursuant to Section 8(b) below.
(b) The Service Provider agrees to indemnify, defend and hold harmless the Client and its Representatives from any and all Losses incurred by any of them relating to a Third Party Claim arising from or relating to:
(i) Any breach of any obligation by the Service Provider under this Agreement or a PSA, or of any representation or warranty of the Service Provider under this Agreement or a PSA or any act, or omission of the Service Provider in connection with its obligations under this Agreement or a PSA;
(ii) Any claim that any work performed by Service Provider hereunder infringes or violates the intellectual property rights of a third party; or
(iii) the negligence, recklessness or willful misconduct of, or breach of a statutory duty by Service Provider or its agents in connection with this Agreement. The Service Provider shall have no liability under this Section 8(b) for items that are Client’s responsibility pursuant to Section 8(a) above.
(c) Any Party seeking indemnification under this Article 8 (the “Indemnitee”) shall: (a) promptly notify the indemnifying Party (the “Indemnitor”) of the applicable claim; (b) provide the Indemnitor sole control over the defense and/or settlement thereof; and (c) at the Indemnitor’s request and expense, provide full information and reasonable assistance to Indemnitor with respect to such claim. Without limiting the foregoing,...
Indemnification Limitation of Liability Insurance. 11.1. Manufacturer shall indemnify and hold RareGen and its Affiliates harmless from any losses, damages, liabilities, costs, fees or expenses (including reasonable attorneys' fees) incurred by RareGen in connection with any (i) misrepresentation or breach by Manufacturer of any warranty, covenant or agreement made or contained in this Agreement, and (ii) claim or action instituted or threatened against RareGen based upon any Manufacturer Development Work involving any claim for infringement of any patent, trademark, copyright or other proprietary or intellectual property right.
11.2. RareGen shall indemnify and hold Manufacturer and its affiliates harmless from any losses, damages, liabilities, costs, fees or expenses (including reasonable attorneys' fees) incurred by Manufacturer in connection with any (i) misrepresentation or breach by RareGen of any warranty, covenant or agreement made or contained in this Agreement, and (ii) claim or action instituted or threatened against Manufacturer based upon any RareGen Development Work involving any claim for infringement of any patent, trademark, copyright or other proprietary or intellectual property right.
11.3. EXCEPT IN CONNECTON WITH A BREACH OF SECTIONS 4, 5 OR 7 OR WILLFUL MISCONDUCT, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, EXEMPLARY, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, REVENUE, AND BUSINESS), WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, EQUITY, PRODUCT LIABILITY, FUNDAMENTAL BREACH, OR OTHERWISE ARISING FROM OR RELATED TO THIS AGREEMENT, REGARDLESS OF WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES.
11.4. Each Party undertakes to maintain a comprehensive liability insurance policy with a reputable insurer including coverage for third party liability and product liability on commercially reasonable terms. Such insurance shall be for an insured sum of not less than $2,000,000. Upon execution of this Agreement, each Party shall furnish the other Party with certificates of insurance and with signed endorsements affecting coverage required by this Section 11. Each Party shall notify the other Party at least thirty (30) calendar days prior to the cancellation of, or any modification in, such insurance policy that would affect such other Party’s status or benefits hereunder. Each Party shall furnish to the other Party evidence, in form and s...
Indemnification Limitation of Liability Insurance. 15.1 Emmaus Indemnification.
Indemnification Limitation of Liability Insurance. 16.1 Indemnification will be handled in accordance to Appendix A, Section 10. A. of DIR Contract No. DIR-TSO-3449.
Indemnification Limitation of Liability Insurance. 1Indemnification by Protagonist. Protagonist shall indemnify, defend and hold harmless Takeda and its Affiliates and its and their directors, officers, employees, and agents (each, a “Takeda Indemnitee”) from and against any and all Losses incurred by any Takeda Indemnitee as a result of any Third Party Claim after the Effective Date to the extent such Losses arise out of: (a) subject to Section 13.3, the performance of Development, Manufacture, Scientific Exchange Activities, or Commercialization, as applicable, of the Licensed Compounds or the Licensed Products by or on behalf of Protagonist or any of its Affiliates or Sublicensees (excluding such conduct by or on behalf of Takeda, is Affiliates and its Sublicensees as licensees or sublicensees of Protagonist hereunder), including any of the foregoing activities with respect to the Licensed Products by Protagonist after the termination of this Agreement in part (with respect to the applicable Licensed Product) or in its entirety, (b) the negligence or willful misconduct by or on the part of any Protagonist Indemnitee in the performance of Protagonist’s obligations under this Agreement, or (c) any breach of a representation or warranty made by Protagonist in this Agreement or any breach or violation of any covenant or agreement of Protagonist in this Agreement; except, in each case, to the extent such Losses arise out, directly or indirectly, any matters for which Takeda is obligated to indemnify any Protagonist Indemnitee under Section 13.2.
