Indemnification Limitation of Liability Insurance. Indemnification and Defense.
9.1 TGTX shall indemnify, defend and hold harmless (i) DFCI and its trustees officers, medical and professional staff, employees, and agents and their respective successors, heirs and assigns and (ii) CTI and its directors, officers, employees, agents and contractors (the "CTI Indemnitees"), against any liability, damage, loss or expense (including reasonable attorneys' fees and expenses of litigation) incurred by or imposed upon the CTI Indemnitees, or any one of them, in connection with any claims, suits, actions, demands or judgments arising out any theory of product liability ( including but not limited to action in the form of tort, warranty, strict liability) concerning any product, process or service relating to, or developed by TGTX, its Affiliates or Sublicensees pursuant to (a) any right or license granted under this Agreement or (b) arising out of any other activities to be carried out by TGTX pursuant to this agreement. TGTX's indemnification under Section 9.1 does not apply to any liability, damage, loss or expense to the extent that it is attributable to (x) the grossly negligent activities of the CTI Indemnitees, or (y) the intentional wrongdoing or intentional misconduct of the CTI Indemnitees TGTX shall, at its own expense, provide attorneys reasonably acceptable to CTI to defend against any actions brought or filed against any party indemnified hereunder with respect to the subject of indemnity contained herein, whether or not such actions are rightfully brought.
9.2 CTI shall indemnify, defend and hold harmless TGTX and its directors, officers, employees, agents and contractors (the "TGTX Indemnitees"), against any liability, damage, loss or expense (including reasonable attorneys' fees and expenses of litigation) incurred by or imposed upon the TGTX Indemnitees, or any one of them, in connection with any claims, suits, actions, demands or judgments arising out any theory of product liability ( including but not limited to action in the form of tort, warranty, strict liability) concerning (a) any product, process or service relating to, or developed by CTI, its Affiliates or Sublicensees pursuant to the License Agreement or (b) any other activities to be carried out by CTI pursuant to this agreement. CTI's indemnification under Section 9.1 does not apply to any liability, damage, loss or expense to the extent that it is attributable to (x) the grossly negligent activities of the TGTX Indemnitees, or (y) the i...
Indemnification Limitation of Liability Insurance. 10.1 AVECIA shall indemnify, defend and hold harmless CUSTOMER and its Affiliates, and their respective employees, officers, directors and agents (“CUSTOMER Indemnitees”) from all losses, liabilities, damages, costs and expenses, including reasonable attorneys’ fees and costs (“Losses”) to which any CUSTOMER Indemnitee may become subject as a result of any claim, demand, action or other proceeding by a Third Party (a “Claim”) to the extent arising from (i) any breach of the covenants, representations, warranties or other agreements of AVECIA hereunder, (ii) the negligence or willful misconduct of any AVECIA Indemnitee (defined below), or (iii) [*]; in each case other than to the extent arising from (a) any breach of the covenants, representations, warranties or other agreements of CUSTOMER hereunder or (b) the negligence or willful misconduct of any CUSTOMER Indemnitee.
10.2 CUSTOMER shall indemnify, defend and hold harmless AVECIA and its Affiliates, and their respective employees, officers, directors and agents (collectively, “AVECIA Indemnitees”) from all Losses to which any AVECIA Indemnitee may become subject as a [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. 292624338 v2 result of any Claim to the extent arising from (i) any breach of the covenants, representations, warranties or other agreements of CUSTOMER hereunder, (ii) the negligence or willful misconduct of any CUSTOMER Indemnitee, (iii) [*], or (iv) the use or sale of Product by CUSTOMER; in each case other than to the extent arising from (a) any breach of the covenants, representations, warranties or other agreements of AVECIA hereunder or (b) the negligence or willful misconduct of any AVECIA Indemnitee.
10.3 Each Party’s agreement to indemnify, defend and hold harmless the other is conditioned on the indemnified Party (i) providing written notice to the indemnifying Party of any Claim arising out of the indemnified activities within thirty (30) days after the indemnified Party has knowledge of such Claim, provided that the failure to so notify the indemnifying Party will not relieve the indemnifying Party of its obligations hereunder except to the extent such failure shall have actually materially prejudiced the indemnifying Party’s ability to defend such Claim; (ii) permitting the indemnifying Party to assume full responsi...
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. 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. With respect to Sections 10.1 through 10.6 (inclusive) of the Master Agreement, the terms “Collaboration Products” and “Global Licensed Products” as referenced in the Master Agreement shall be deemed to include the Global AT3 Licensed Products. Notwithstanding the foregoing, with respect to any Losses (as defined in the Master Agreement) arising out of any Third Party product liability claim arising from the Development or Commercialization of a Global AT3 Licensed Product, such Losses shall be borne [***] percent ([***]%) by each of Genzyme and Alnylam on a global basis; provided, however that such obligations of each Party shall be subject to the exceptions set forth in Sections 10.1 and 10.2 of the Master Agreement.
Indemnification Limitation of Liability Insurance. 6.1 Indemnification
6.1.1 Indemnification by [***]. [***] agrees to defend, indemnify and hold Client, and its officers, directors, employees, members, agents, successors and assigns harmless from claims, demands, costs, expenses (including reasonable attorneys’ fees) and liabilities or losses (hereinafter referred to individually as a “Claim” and collectively as “Claims”) that may be asserted against Client by or on behalf of a third party to the extent that such Claim or Claims result from or arise out of the acts or omissions of [***] or its Affiliates or any bodily injury (including death) based upon (a) any material breach of this Agreement by [***] or (b) the negligence or willfully wrong acts or omissions of [***], its employees, or agents in connection with this Agreement. Notwithstanding the foregoing, this indemnification and hold harmless provision shall not apply to the extent that any Claim is (A) based upon any negligent or willfully wrong act or omission of Client, its employees, or agents that is the direct cause of the Claim or (B) compromised because Client has failed to give notice of the existence of any Claim or otherwise failed to comply with the provisions of Section 6.1.3 below but only to the extent of the damages resulting therefrom.
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. 15.1 Emmaus Indemnification.
Indemnification Limitation of Liability Insurance. 7.1 Xxxxxxx agrees to defend, indemnify and hold harmless the Institution and the Investigator and their respective directors, officers, employees, Agents, and Study Staff (the “Indemnitees”), against any liability or loss resulting from judgments or claims made or brought by a third party against an Indemnitee for harm: Údajov klinickej štúdie.
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,...
