Common use of Indemnification of Licensor Clause in Contracts

Indemnification of Licensor. AbbVie shall indemnify Licensor, its Affiliates and their respective directors, officers, employees, and agents (the “Licensor Indemnitees”) and defend and save each of them harmless, from and against any and all losses, damages, liabilities, penalties, costs, and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) in connection with any and all suits, investigations, claims, or demands of Third Parties (collectively, “Third Party Claims”) incurred by or rendered against the Licensor Indemnitees arising from or occurring as a result of: (a) the breach by AbbVie or its Affiliates of this Agreement; (b) the negligence, reckless or willful misconduct on the part of AbbVie or its Affiliates or their respective directors, officers, employees, and agents in performing its or their obligations under this Agreement; or (c) the Exploitation of a Licensed Product by or on behalf of AbbVie (including any product liability claims), in each case, except (i) any claim of misappropriation or infringement of a Third Party’s intellectual property rights based upon AbbVie’s (or its Affiliates’ or Sublicensees’) use or practice of Licensor Know-How or Licensor Patents in accordance with the terms of this Agreement, or (ii) to the extent Licensor has an obligation to indemnify AbbVie pursuant to Section 10.2.

Indemnification of Licensor. AbbVie Licensee shall indemnify Licensor, its Affiliates and its and their respective directors, officers, employees, employees and agents (the “Licensor Indemnitees”) and defend and save each of them harmless, from and against any and all losses, damages, liabilities, penalties, costs, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) in connection with any and all suits, investigations, claims, claims or demands of Third Parties (collectively, “Third Party Claims”) incurred by or rendered against the a Licensor Indemnitees Indemnitee arising from or occurring as a result of: (a) the breach by AbbVie Licensee or its Affiliates of this Agreement]; (b) the negligence, reckless gross negligence or willful misconduct on the part of AbbVie Licensee or its Affiliates or its or their respective directors, officers, employees, and employees or agents in performing its or their obligations under this Agreement; or (c) the Exploitation by Licensee or any of a its Affiliates of the Licensed Product by in or on behalf of AbbVie (for the Territory, including any product liability claims), except, in each casecase ((a) through (c)), except (i) any claim of misappropriation or infringement of a Third Party’s intellectual property rights based upon AbbVie’s (or its Affiliates’ or Sublicensees’) use or practice of Licensor Know-How or Licensor Patents in accordance with the terms of this Agreement, or (ii) to the extent such Losses are Losses for which Licensor has an obligation to indemnify AbbVie Licensee pursuant to Section 10.210.2 (Indemnification of Licensee).

Indemnification of Licensor. AbbVie Licensee shall indemnify Licensor, its Affiliates and its and their respective directors, officers, employees, and agents (the “Licensor IndemniteesIndemnified Parties”) ), and defend and save each of them harmless, from and against any and all losses, damages, liabilities, penalties, costs, and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) in connection with any and all suits, investigations, claims, or demands of Third Parties (collectively, “Third Party Claims”) incurred by or rendered against the Licensor Indemnitees Indemnified Parties arising from or occurring as a result of: (a) the breach by AbbVie or its Affiliates Licensee of this Agreement; , (b) the negligence, reckless conduct or willful misconduct on the part of AbbVie Licensee or its Affiliates or Sublicensees or its or their distributors or contractors or its or their respective directors, officers, employees, and agents in performing its or their obligations under this Agreement; , or (c) the Exploitation by Licensee or any of a its Affiliates or Sublicensees or its or their distributors or contractors of any Licensed Product by or on behalf the Licensed Compound in the Territory, including use of AbbVie (including any product liability claims)the inventory transferred to Licensee pursuant to Section 3.5.1, except for those Losses for which Licensor, in each casewhole or in part, except (i) any claim of misappropriation or infringement of a Third Party’s intellectual property rights based upon AbbVie’s (or its Affiliates’ or Sublicensees’) use or practice of Licensor Know-How or Licensor Patents in accordance with the terms of this Agreement, or (ii) to the extent Licensor has an obligation to indemnify AbbVie Licensee pursuant to Section 10.29.2 hereof, as to which Losses each Party shall indemnify the other to the extent of their respective liability.

Indemnification of Licensor. AbbVie AGT shall indemnify Licensor, its Affiliates and its and their respective directors, officers, employees, and agents (the “Licensor Indemnitees”) and defend and save each of them harmless, from and against any and all losses, damages, liabilities, penalties, costs, and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) in connection with any and all suits, investigations, claims, or demands of Third Parties (collectively, “Third Party Claims”) incurred by or rendered against the Licensor Indemnitees arising from or occurring as a result of: (a) the material breach by AbbVie AGT or its Affiliates of this Agreement (including any representation, warranty or covenant in this Agreement); (b) the gross negligence, reckless or willful misconduct on the part of AbbVie AGT or its Affiliates or their respective directors, officers, employees, and agents in performing its or their obligations under this Agreement; , or (c) the Exploitation of a Licensed Product Compounds and Licensed Products by AGT or on behalf of AbbVie (including any product liability claims)its Affiliates, in each casecase (a) through (c), except (i) any claim of misappropriation or infringement of a Third Party’s intellectual property rights based upon AbbVie’s (or its Affiliates’ or Sublicensees’) use or practice of Licensor Know-How or Licensor Patents in accordance with the terms of this Agreement, or (ii) to the extent Licensor has an obligation to indemnify AbbVie AGT pursuant to Section 10.212.2.

Indemnification of Licensor. AbbVie Licensee shall indemnify Licensor, Licensor and its Affiliates and their respective directors, officers, employees, and agents (the “Licensor Indemnitees”) and defend and save each of them harmless, from and against any and all losses, damages, liabilities, penalties, costs, and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) in connection with any and all suits, investigations, claims, or demands of Third Parties (collectively, “Third Party Claims”) incurred by or rendered against the Licensor Indemnitees arising from or occurring as a result of: (a) the breach by AbbVie Licensee or its Affiliates of this Agreement; Agreement or any of its representations, warranties or obligations herein, (b) the negligence, reckless conduct or willful misconduct on the part of AbbVie Licensee or its Affiliates Affiliates, sublicensees or subcontractors or its or their respective directors, officers, employees, and agents in performing its or their obligations under this Agreement; , or (c) the Exploitation by Licensee, or its Affiliates, sublicensees or subcontractors of a the Licensed Product by Technology, the Licensed Compound or on behalf any Licensed Products in the Territory, provided that the foregoing obligations of AbbVie (including any product liability claims)indemnification and saving harmless, in each casecase (a)-(c), except (i) any claim of misappropriation or infringement of a Third Party’s intellectual property rights based upon AbbVie’s (or its Affiliates’ or Sublicensees’) use or practice of Licensor Know-How or Licensor Patents in accordance with the terms of this Agreement, or (ii) shall not apply to the extent Licensor has an obligation to indemnify AbbVie Licensee pursuant to Section 10.212.2.

Indemnification of Licensor. AbbVie Licensee shall indemnify Licensor, Licensor and its Affiliates and their respective directors, officers, employees, and agents (the “Licensor Indemnitees”) and defend and save each of them harmless, from and against any and all losses, damages, liabilities, penalties, costs, and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) in connection with any and all suits, investigations, claims, or demands of Third Parties Par ties (collectively, “Third Party Claims”) incurred by or rendered against the Licensor Indemnitees arising from or occurring as a result of: (a) the breach by AbbVie Licensee or its Affiliates of this Agreement; Agreement or any of its representations, warranties or obligations herein, (b) the negligence, reckless conduct or willful misconduct on the part of AbbVie Licensee or its Affiliates Affiliates, sublicensees or subcontractors or its or their respective directors, officers, employees, and agents in performing its or their their- obligations under this Agreement; , or (c) the Exploitation by Licensee, or its Affiliates, sublicensees or subcontractors of a the Licensed Product by Technology, the Licensed Compound or on behalf any Licensed Products in the Territory, provided that the foregoing obligations of AbbVie (including any product liability claims)indemnification and saving harmless, in each casecase (a)-(c), except (i) any claim of misappropriation or infringement of a Third Party’s intellectual property rights based upon AbbVie’s (or its Affiliates’ or Sublicensees’) use or practice of Licensor Know-How or Licensor Patents in accordance with the terms of this Agreement, or (ii) shall not apply to the extent Licensor has an obligation to indemnify AbbVie Licensee pursuant to Section 10.212.2.