Indemnification of Isis. OncoGenex will indemnify Isis, and its respective directors, officers, employees and agents, and defend and hold each of them harmless, from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) but only to the extent arising from or occuring as a result of any and all liability suits, investigations, claims or demands by a Third Party (collectively, “Losses”) arising from or occurring as a result of or in connection with (a) any material breach by OncoGenex of this Agreement, (b) the gross negligence or willful misconduct on the part of OncoGenex or its licensees or sublicensees in performing any activity contemplated by this Agreement, or, , (c) the manufacture, use, handling, storage, sale or other disposition of a Product that is sold by OncoGenex, its Affiliates, agents or sublicensees; in each case, except for those Losses for which Isis has an obligation to indemnify OncoGenex pursuant to Section 10.2, as to which Losses each Party will indemnify the other to the extent of their respective liability for the Losses, or except as may be provided under a supply agreement under Section 2.4.
Appears in 2 contracts
Samples: Collaboration and License Agreement (Oncogenex Technologies Inc), Collaboration and License Agreement (Oncogenex Technologies Inc)
Indemnification of Isis. OncoGenex will indemnify Isis, and its their respective directors, officers, employees and agents, and defend and hold each of them harmless, from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) but only to the extent arising from or occuring occurring as a result of any and all liability suits, investigations, claims claims, demands or demands actions by a Third Party (collectively, “Losses” and each a “Loss”) to the extent arising from or occurring as a result of or in connection with (a) whether or not negligence is found, the development, manufacture, use, handling, storage, sale or other commercialization or disposition of OGX-011 or any Product by OncoGenex or its Affiliates or licensees, (b) any material breach by OncoGenex of this Agreement, or (bc) the gross negligence or willful misconduct on the part of OncoGenex or its licensees or sublicensees in performing any activity contemplated by this Agreement, or, , (c) the manufacture, use, handling, storage, sale or other disposition of a Product that is sold by OncoGenex, its Affiliates, agents or sublicensees; in each case, except for those Losses for which Isis has an obligation to indemnify OncoGenex pursuant to Section 10.2, as to which Losses each Party will indemnify the other to the extent of their respective liability for the Losses, or except as may be provided under a supply agreement under Section 2.4.
Appears in 2 contracts
Samples: License Agreement (Isis Pharmaceuticals Inc), License Agreement (Oncogenex Pharmaceuticals, Inc.)
Indemnification of Isis. OncoGenex will indemnify Isis, and its respective directors, officers, employees and agents, and defend and hold each of them harmless, from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) but only to the extent arising from or occuring occurring as a result of any and all liability suits, investigations, claims or demands by a Third Party (collectively, “Losses”) arising from or occurring as a result of or in connection with (a) any material breach by OncoGenex of this Agreement, (b) the gross negligence or willful misconduct on the part of OncoGenex or its licensees or sublicensees in performing any activity contemplated by this Agreement, or, , or (c) the manufacture, use, handling, storage, sale or other disposition of a Product that is sold by OncoGenex, its Affiliates, agents or sublicensees; in each case, except for those to the extent of Losses for which Isis has an obligation to indemnify OncoGenex pursuant to Section 10.2, as to which Losses each Party will indemnify the other to the extent of their respective liability for the Losses, or except as may be provided under a supply agreement under Section 2.42.5.
Appears in 2 contracts
Samples: Collaboration and License Agreement (Oncogenex Technologies Inc), Collaboration and License Agreement (Oncogenex Technologies Inc)
Indemnification of Isis. OncoGenex will indemnify Isis, and its their respective directors, officers, employees and agents, and defend and hold each of them harmless, from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ ' fees and expenses) but only to the extent arising from or occuring occurring as a result of any and all liability suits, investigations, claims claims, demands or demands actions by a Third Party (collectively, “"Losses”" and each a "Loss") to the extent arising from or occurring as a result of or in connection with (a) whether or not negligence is found, the development, manufacture, use, handling, storage, sale or other commercialization or disposition of OGX-011 or any Product by OncoGenex or its Affiliates or licensees, (b) any material breach by OncoGenex of this Agreement, or (bc) the gross negligence or willful misconduct on the part of OncoGenex or its licensees or sublicensees in performing any activity contemplated by this Agreement, or, , (c) the manufacture, use, handling, storage, sale or other disposition of a Product that is sold by OncoGenex, its Affiliates, agents or sublicensees; in each case, except for those Losses for which Isis has an obligation to indemnify OncoGenex pursuant to Section 10.2, as to which Losses each Party will indemnify the other to the extent of their respective liability for the Losses, or except as may be provided under a supply agreement under Section 2.4.
Appears in 1 contract
Samples: License Agreement (Oncogenex Pharmaceuticals, Inc.)