Indemnification of Lightlake. Adapt shall indemnify Lightlake, its Affiliates and its and their respective directors, officers, employees, and agents (“Lightlake Indemnitees”), and defend and save each of them harmless, from and against any and all losses, damages, liabilities, penalties, costs, and expenses (including 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 Lightlake Indemnitees arising from or occurring as a result of: (i) the breach by Adapt of this Agreement, (ii) the gross negligence or willful misconduct on the part of Adapt 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, (iii) the Exploitation by Adapt or any of its Affiliates or Sublicensees or its or their distributors or contractors of any Product, or (iv) the breach of an Assigned Agreement by any of Adapt or its Affiliates or Sublicensees or subcontractors or any of their successors or assigns after the Effective Date, except (in each case) to the extent Lightlake has an obligation to indemnify Adapt Indemnities pursuant to Section 9.2 for such Losses and Third Party Claims.
Appears in 3 contracts
Samples: License Agreement, License Agreement (Emergent BioSolutions Inc.), License Agreement (Opiant Pharmaceuticals, Inc.)
Indemnification of Lightlake. Adapt shall indemnify Lightlake, its Affiliates and its and their respective directors, officers, employees, and agents (“Lightlake Indemnitees”), and defend and save each of them harmless, from and against any and all losses, damages, liabilities, penalties, costs, and expenses (including 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 Lightlake Indemnitees arising from or occurring as a result of: (i) the breach by Adapt of this Agreement, (ii) the gross negligence or willful misconduct on the part of Adapt 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 (iii) the Exploitation by Adapt or any of its Affiliates or Sublicensees or its or their distributors or contractors of any Product, or (iv) the breach of an Assigned Agreement by any of Adapt or its Affiliates or Sublicensees or subcontractors or any of their successors or assigns after the Effective Date, except (in each case) to the extent Lightlake has an obligation to indemnify Adapt Indemnities pursuant to Section 9.2 for such Losses and Third Party Claims.. IRS Employer Identification No. 40-0000000 Confidential treatment requested with respect to certain portions hereof denoted with “*** REDACTED ***”
Appears in 2 contracts
Samples: License Agreement (Lightlake Therapeutics Inc.), License Agreement (Lightlake Therapeutics Inc.)
Indemnification of Lightlake. Adapt shall indemnify Lightlake, its Affiliates and its and their respective directors, officers, employees, and agents (“Lightlake Indemnitees”), and defend and save each of them harmless, from and against any and all losses, damages, liabilities, penalties, costs, and expenses (including 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 Lightlake Indemnitees arising from or occurring as a result of: (i) the breach by Adapt of this Agreement, (ii) the gross negligence or willful misconduct on the part of Adapt 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, (iii) the Exploitation by Adapt or any of its Affiliates or Sublicensees or its or their distributors or contractors of any Product, or (iv) the breach of an Assigned Agreement by any of Adapt or its Affiliates or Sublicensees or subcontractors or any of their successors or assigns after the Effective Date, except (in each case) to the extent Lightlake has an obligation to indemnify Adapt Indemnities pursuant to Section 9.2 for such Losses and Third Party Claims. Confidential Treatment has been granted for portions of this exhibit. The copy filed herewith omits certain information subject to the confidentiality request. Omissions are designated as “****”. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.
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Indemnification of Lightlake. Adapt shall indemnify Lightlake, its Affiliates and its and their respective directors, officers, employees, and agents (“Lightlake Indemnitees”), and defend and save each of them harmless, from and against any and all losses, damages, liabilities, penalties, costs, and expenses (including 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 Lightlake Indemnitees arising from or occurring as a result of: (i) the breach by Adapt of this Agreement, (ii) the gross negligence or willful misconduct on the part of Adapt 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 (iii) the Exploitation by Adapt or any of its Affiliates or Sublicensees or its or their distributors or contractors of any Product, or (iv) the breach of an Assigned Agreement by any of Adapt or its Affiliates or Sublicensees or subcontractors or any of their successors or assigns after the Effective Date, except (in each case) to the extent Lightlake has an obligation to indemnify Adapt Indemnities pursuant to Section 9.2 for such Losses and Third Party Claims.
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