Common use of Indemnification of Licensee Clause in Contracts

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. Seres Duality shall indemnify and hold harmless each of Licensee, Licensee and its Affiliates and Sublicensees and the their respective directors, officers officers, employees, consultants, agents 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 Losses incurred by any Licensee Indemnitee as a result of any Third Party Claims incurred by any Licensee Indemnitee, arising from, directly or occurring as a result indirectly out of: (ia) the Exploitation of any Collaboration Products practice by Duality or on behalf of Seres, its Affiliates or licensees in sublicensees or subcontractors of the ROW Territorylicense granted to Duality under Section 2.5; (b) the research, Page 49 of 92 Development, Manufacture or in have Manufactured, use, handling, storage, Commercialization or other disposition of the Licensed Territory prior to the Effective Date Compound or after termination of this Agreement to the extent activities are conducted after termination, including any products liability claim arising therefromLicensed Products by Duality or its Affiliates or sublicensees or subcontractors; (ii) any Ongoing Clinical Studies and Additional Clinical Studies conducted unilaterally by Seres in accordance with Section 4.4(d); (iiic) the gross negligence or willful misconduct of Seresany Duality Indemnitee; or (d) any breach of any representations, its Affiliates, subcontractors warranties or sublicensees in connection with the performance of activities covenants by Duality 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 case, (clauses (ax) and (b)), to the extent such Third Party Claim arises Claims fall within the scope of the indemnification obligations of Licensee set forth in Section 14.1, or (y) arising from or occurring as a result of a Licensee Indemnitee’s negligence, illegal conduct or willful misconduct in performing its or their obligations or exercising their rights under this Agreement. In addition to the circumstances above, and not subject to (x), regardless of any information provided by Duality to Licensee regarding Third Party Agreements entered into prior to the Effective Date, Duality’s indemnification obligation shall cover any and all Third Party Claims for which Licensee shall indemnify Seres Indemnities pursuant the use of any Patents, Know-How or other intellectual property rights under any Third Party Agreements entered into by Duality prior to Section 16.1the Effective Date, including but not limited to the payment of royalties thereunder.

Indemnification of Licensee. Seres Duality shall indemnify and hold harmless each of Licensee, Licensee and its Affiliates and Sublicensees and the their respective directors, officers officers, employees, consultants, agents Page 49 of 89 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 Losses incurred by any Licensee Indemnitee as a result of any Third Party Claims incurred by any Licensee Indemnitee, arising from, directly or occurring as a result indirectly out of: (ia) the Exploitation of any Collaboration Products practice by Duality or on behalf of Seres, its Affiliates or licensees in sublicensees or subcontractors of the ROW Territorylicense granted to Duality under Section 2.5; (b) the research, Development, Manufacture or in have Manufactured, use, handling, storage, Commercialization or other disposition of the Licensed Territory prior to the Effective Date Compound or after termination of this Agreement to the extent activities are conducted after termination, including any products liability claim arising therefromLicensed Products by Duality or its Affiliates or sublicensees or subcontractors; (ii) any Ongoing Clinical Studies and Additional Clinical Studies conducted unilaterally by Seres in accordance with Section 4.4(d); (iiic) the gross negligence or willful misconduct of Seresany Duality Indemnitee; or (d) any breach of any representations, its Affiliates, subcontractors warranties or sublicensees in connection with the performance of activities covenants by Duality 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 case, (clauses (ax) and (b)), to the extent such Third Party Claim arises Claims fall within the scope of the indemnification obligations of Licensee set forth in Section 14.1, or (y) arising from or occurring as a result of a Licensee Indemnitee’s negligence, illegal conduct or willful misconduct in performing its or their obligations or exercising their rights under this Agreement. In addition to the circumstances above, and not subject to (x), regardless of any information provided by Duality to Licensee regarding Third Party Agreements entered into prior to the Effective Date, Duality’s indemnification obligation shall cover any and all Third Party Claims for which Licensee shall indemnify Seres Indemnities pursuant the use of any Patents, Know-How or other intellectual property rights under any Third Party Agreements entered into by Duality prior to the Effective Date, including but not limited to the payment of royalties thereunder, other than Third Party Claims arising from or related to Licensee’s failure to make any payment under Section 16.18.9 or Section 8.10 of this Agreement.

Indemnification of Licensee. Seres Subject to Sections 14.2 and 14.3, Licensor shall indemnify indemnify, defend and hold harmless Licensee and each of Licenseeits officers, its Affiliates and Sublicensees and the directors, officers employees, agents and employees of such entities and the successors and assigns of any of the foregoing consultants (the “each a "Licensee Indemnitees”), Indemnitee") harmless from and against any all third party costs, claims, suits, expenses (including reasonable attorneys' fees and all (a) Liabilities from any Third Party Claims expenses, whether incurred by any Licensee Indemnitee, arising from, or occurring as a result of: of a third party claim or a claim to enforce this provision), damages, and, solely with respect to the Vitrasert Licensed Product, any amounts paid by Licensee to a third party pursuant to any agreement between Licensee and the third party for the manufacture, distribution, promotion, or sale of the Vitrasert Licensed Product (a "Vitrasert Third Party Loss") (collectively, including a Vitrasert Third Party Loss, "Losses") to the extent arising out of or resulting from (i) the Exploitation of any Collaboration Products material breach or failure by or on behalf of Seres, its Affiliates or licensees Licensor in the ROW Territory, performance or in the Licensed Territory prior to the Effective Date non-performance of its obligations or after termination of covenants under this Agreement to the extent activities are conducted after termination, including any products liability claim arising therefromAgreement; (ii) any Ongoing Clinical Studies and Additional Clinical Studies conducted unilaterally breach by Seres in accordance with Section 4.4(d)Licensor of any representation or warranty hereunder; (iii) the gross manufacture, marketing, possession, use, sale or other disposition by Licensor or any of its sublicensees other than Licensee or any Sublicensee of any Licensed Product (except to the extent where such Losses arise or result from any negligence of Licensee (or willful misconduct any contract manufacturer of SeresLicensee) in the manufacture of any such Licensed Product or the failure of Licensee (or any contract manufacturer of Licensee) to manufacture such Licensed Product in accordance with GMPs); (iv) FDA enforcement actions, its Affiliatesinspections, subcontractors product recalls or sublicensees market withdrawals relating to a Licensed Product to the extent arising out of or resulting from Licensor's marketing, possession, use, sale or other disposition of the Licensed Product; and (v) any material breach or failure by Licensor in connection with the performance of activities any Clinical Agreement or Trial Agreement except for (a) the payment obligations expressly assumed by Licensee pursuant to Article 36, and (b) breaches of a Clinical Agreement or Trial Agreement to the extent resulting from a delay by Licensee in providing notice of termination or assignment and assumption to third parties pursuant to Article 36. Notwithstanding the foregoing or anything else in the Agreement to the contrary, Licensee's remedies under this Section 14.1 or any other provision of this Agreement, including the license granted to Seres under without limitation Section 2.4; (iv) breach by Seres of 2.11, for 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 Vitrasert Third Party Claim arises from the circumstances Loss and for which Licensee shall indemnify Seres Indemnities Frustration Claims pursuant to Section 16.12.11 herein, shall be limited to, in the aggregate, and satisfied solely out of, the amount of royalties for Vitrasert Licensed Products received by Licensor after the date of Licensor's receipt of written notice from Licensee of such Frustration Claim or Vitrasert Third Party Loss specifying the nature and amount of the claim or loss in reasonable detail.

Indemnification of Licensee. Seres Duality shall indemnify and hold harmless each of Licensee, Licensee and its Affiliates and Sublicensees and the their respective directors, officers officers, employees, consultants, agents 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 Losses incurred by any Licensee Indemnitee as a result of any Third Party Claims incurred by any Licensee Indemnitee, arising from, directly or occurring as a result indirectly out of: (ia) the Exploitation of any Collaboration Products practice by Duality or on behalf of Seres, its Affiliates or licensees in sublicensees or subcontractors of the ROW Territorylicense granted to Duality under Section 2.5; (b) the Development, Manufacture, use, handling, storage, sale or in other disposition of the Licensed Territory prior to the Effective Date Compound or after termination of this Agreement to the extent activities are conducted after termination, including any products liability claim arising therefromLicensed Products by Duality or its Affiliates or sublicensees or subcontractors; (ii) any Ongoing Clinical Studies and Additional Clinical Studies conducted unilaterally by Seres in accordance with Section 4.4(d); (iiic) the gross negligence or willful misconduct of Seresany Duality Indemnitee; or (d) any breach of any representations, its Affiliates, subcontractors warranties or sublicensees in connection with the performance of activities covenants by Duality 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 case, (clauses (ax) and (b)), to the extent such Third Party Claim arises Claims fall within the scope of the indemnification obligations of Licensee set forth in Section 14.1 or (y) arising from or occurring as a result of a Licensee Indemnitee’s negligence, illegal conduct or wilful misconduct in performing its or their obligations or exercising their rights under this Agreement. In addition to the circumstances for which above, and not subject to (x), regardless of any information provided by Duality to Licensee regarding agreements with Third Parties entered into prior to the Effective Date, Duality’s indemnification obligation shall indemnify Seres Indemnities pursuant cover any and all Third Party Claims, including but not limited to Section 16.1the payment of royalties, (a) that relate to or are incurred by the use of the Duality Licensed IP by Licensee, its Affiliates and/or Sublicensees under this Agreement and (b) that result from such Third Party agreements of Duality or Duality’s Affiliates existing at the Effective Date.