Indemnification of Licensee. Subject to Section 9.3 below, TeneoBio agrees to indemnify, hold harmless and defend Licensee, its Affiliates and their respective directors, officers, employees and agents (each, a “Licensee Indemnitee”) from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) payable to unaffiliated Third Parties, incurred by Licensee Indemnitees in connection with any and all suits, investigations, claims or demands of a Third Party (collectively, “Third Party Claims”) (A) alleging the use by TeneoBio of UniRat to generate the Antibodies infringed or misappropriated such Third Party’s intellectual property rights, (B) to the extent arising out of the breach by TeneoBio of any of its representations, warranties or covenants set forth in this Agreement or (C) to the extent arising out of the gross negligence or willful misconduct of any TeneoBio Indemnitee. Notwithstanding anything to the contrary herein, in no event shall TeneoBio be obligated to indemnify Licensee Indemnitees for any Third Party Claims to the extent such Third Party Claims would be subject to indemnification by Licensee pursuant to Section 9.2(b) or (c).
Indemnification of Licensee. NovaDel shall defend, indemnify and hold Licensee, its Affiliates, and their respective directors, officers, employees and agents harmless from and against all Losses arising directly or indirectly out of any: (a) breach of this Agreement by NovaDel or its Affiliates; or (b) actual or asserted violations of Applicable Law by NovaDel or its Affiliates, except for those Losses for which Licensee has an obligation to indemnify NovaDel and its Affiliates pursuant to Section 10.1, as to which Losses each Party shall indemnify the other to the extent of their respective liability for the Losses.
Indemnification of Licensee. CareFusion shall indemnify and hold Licensee and its directors, officers, employees, agents, consultants and counsel, and the successors and permitted assigns of the foregoing (the “Licensee Indemnitees”) harmless from and against any and all liabilities, damages, losses, costs or expenses (including reasonable attorneys’ and professional fees and other expenses of litigation and arbitration) resulting from a claim, suit or proceeding brought by a third party against a Licensee Indemnitee, arising from or occurring as a result of a breach of CareFusion’s representations and warranties set forth in Section 7.1.1.
Indemnification of Licensee. Drake hereby agrees to indemnify and hold Licensee harmless from and against any and all liabilities, losses, costs, expense, damages, and deficiencies during the term of this Agreement, including, without limitation, court costs and reasonable attorney fees, which directly or indirectly arise out of, result from or relate to any and all liabilities, obligations, or claims, whether accrued, absolute, contingent, or otherwise, which have as a basis the intellectual property ownership of the Software. Licensee agrees to notify Drake of such claims in writing within thirty (30) days of becoming aware of said claim.
Indemnification of Licensee a. Licensor shall defend, indemnify and hold harmless Licensee and its affiliates and its and their respective employees, agents, officers and directors, from and against all damages, liabilities and expenses (including all reasonable legal costs such as attorneys' fees, court costs and settlement expenses) arising out of, connected with, or resulting from any allegation that the use of the Database by Licensee infringes any copyright of any third party, unless such allegation arises from (i) the combination or use of the Database or the information contained therein or derived therefrom with any software, data, information or materials not furnished by Licensor hereunder, (ii) the use of the Database or the information contained therein or derived therefrom other than as permitted hereunder, or (iii) any modifications to the Database or the information contained therein or derived therefrom by any individual or entity other than Licensor. If any such claim or proceeding arises, Licensee shall provide written notice to Licensor in a timely manner after it receives actual notice of its existence and shall cooperate fully with Licensor in the defense of any such allegation. Licensor shall have the right, at its expense, to employ counsel reasonably acceptable to Licensee to defend the claim, and to compromise, settle or otherwise dispose of the claim; provided, however, that no compromise or settlement of any claim admitting liability of or imposing duties or restrictions upon Licensee may be effected without the prior written consent of Licensee. Licensee will cooperate in any such action by making available to Licensor, at Licensee's expense, books or records reasonably necessary for the defense of the claim or proceeding.
b. If the Database or any portion thereof becomes or, in Licensee's opinion, is likely to become, the subject of any claim or action that it violates the intellectual property rights of another person or entity, then Licensor may, in its sole discretion and at its expense, (i) procure the right for Licensee to continue using the Database; (ii) modify the Database to render it non-infringing; or (iii) replace the Database or any portion thereof with equally suitable, functionally equivalent non-infringing data. If none of the foregoing is commercially practicable, Licensor may terminate this Agreement without liability to Licensor.
c. THE FOREGOING CONSITUTES LICENSOR'S TOTAL LIABILITY WITH RESPECT TO ANY CLAIM AGAINST LICENSEE, ITS AFFIL...
Indemnification of Licensee. AstraZeneca shall indemnify Licensee, its Affiliates and its and their respective directors, officers, employees and agents and defend and save each of them harmless, from and against any and all Losses in connection with any and all Third Party Claims arising from or occurring as a result of: (i) the breach by AstraZeneca of this Agreement, including the enforcement of Licensee’s rights under this Section 8.2 (Indemnification of Licensee); (ii) the gross negligence or willful misconduct on the part of AstraZeneca or its Affiliates or its or their respective directors, officers, employees or agents in performing its obligations under this Agreement; or (iii) the Exploitation by AstraZeneca or any of its Affiliates or its or their sublicensees or its or their distributors or contractors of any Licensed Product or the Licensed Compound in or for the Territory prior to the Effective Date; except, in each case (i), (ii) and (iii), for those Losses for which Licensee has an obligation to indemnify AstraZeneca pursuant to Section 8.1 (Indemnification of AstraZeneca) hereof, as to which Losses each Party shall indemnify the other to the extent of their respective liability for the Losses.
Indemnification of Licensee. Seres shall indemnify and hold harmless each of Licensee, its Affiliates and Sublicensees and the directors, officers and employees of such entities and the successors and assigns of any of the foregoing (the “Licensee Indemnitees”), from and against any and all (a) Liabilities from any Third Party Claims incurred by any Licensee Indemnitee, arising from, or occurring as a result of: (i) the Exploitation of any Collaboration Products by or on behalf of Seres, its Affiliates or licensees in the ROW Territory, or in the Licensed Territory prior to the Effective Date or after termination of this Agreement to the extent activities are conducted after termination, including any products liability claim arising therefrom; (ii) any Ongoing Clinical Studies and Additional Clinical Studies conducted unilaterally by Seres in accordance with Section 4.4(d); (iii) the gross negligence or willful misconduct of Seres, its Affiliates, subcontractors or sublicensees in connection with the performance of activities under this Agreement, including the license granted to Seres under Section 2.4; (iv) breach by Seres of any representation, warranty, obligation or covenant as set forth in this Agreement; or (v) any violation of applicable Law in connection with the performance of activities by Seres or its Affiliates under this Agreement; or (b) Product Liability Losses arising from, or occurring as a 72 result of any of the matters described in clause (a) of this Section 16.2; except, in each case (clauses (a) and (b)), to the extent such Third Party Claim arises from the circumstances for which Licensee shall indemnify Seres Indemnities pursuant to Section 16.1.
Indemnification of Licensee. LICENSOR shall indemnify and defend LICENSEE and its Affiliates, and the directors, officers, employees, agents and counsel of LICENSEE and such Affiliates, and the successors and assigns of any of the foregoing (the “LICENSEE Indemnitees”), and hold the LICENSEE Indemnitees harmless from and against any and all claims, liabilities, damages, losses, costs or expenses (including reasonable attorneys’ fees and professional fees and other expenses of litigation) (collectively, “Losses”) resulting from any claim, suit or proceeding brought by a third party against a LICENSEE Indemnitee, arising from or occurring as a result of any breach of a representation or warranty by LICENSOR or of a material obligation of LICENSOR under this Agreement or the negligence or willful misconduct of LICENSOR in connection with the performance of its obligations under this Agreement, except to the extent caused by the negligence or willful misconduct of LICENSEE.
Indemnification of Licensee. Licensor shall indemnify, defend and hold harmless Licensee and its officers, directors, employees, stockholders, agents and representatives (collectively, the “Licensee Indemnified Parties”) from and against any loss, liability, obligation, claim, diminution in value, damage, cost or expense, including reasonable attorneys’ fees and disbursements and costs of investigation in connection with any claim, action, suit or proceeding (each a “Loss”) suffered or incurred by, or asserted against, any Licensee Indemnified Party that is attributable to, is based upon, is caused by, results from, or in any way arises from any breach or failure to perform by Licensor of any of its obligations, covenants or agreements set forth in this Agreement.
Indemnification of Licensee. Subject to Section 6.3, Supplier shall indemnify Licensee, its Affiliates and its and their respective directors, officers, employees and agents, and defend and save each of them harmless, from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) in connection with any and all suits, investigations, claims or demands (collectively, “Losses”) arising from or occurring as a result of (a) any material breach by Supplier of this Agreement, (b) any gross negligence or willful misconduct of Supplier in performing Supplier’s obligations under this Agreement, (c) any death or personal injury caused by the negligence of Supplier or its Affiliates and resulting from the purchase, use or consumption of any Product, or (d) any claim or allegation that the use of the Product Trademarks by Licensee or its sub-distributors in accordance with the terms hereof infringes or misappropriates the intellectual property rights of any Third Party, except for those Losses for which Licensee has an obligation to indemnify Supplier pursuant to Section 6.2, as to which Losses each Party shall indemnify the other to the extent of their respective liability for the Losses. Any additional indemnities to be provided to Licensee by Supplier in connection with specific Purchase Orders shall be mutually agreed pursuant to Section 3.1 on a case-by-case basis, and shall be subject to the procedure set forth in Section 6.3.
