Indemnification of Partner. Bioprojet shall indemnify and hold harmless each of Partner, its Affiliates and Sublicensees and the directors, officers and employees of Partner, its Affiliates and Sublicensees and the successors and assigns of any of the foregoing (the “Partner Indemnitees”), from and against any and all Liabilities incurred by any Partner Indemnitee as a result of: (a) a Third Party Claim arising from or in connection with the use or Commercialization of any Product by or on behalf Bioprojet or its licensee in the Bioprojet Territory ; (b) any breach of any representations, warranties or covenants by Bioprojet in Article 15 above; (c) any of the representations and warranties given by Bioprojet in Section 15.1 hereof being untrue or incorrect as of the Effective Date (as of given on the Effective Date) in any material respect as a result of Bioprojet’s actions or inactions during the period beginning on the Signing Date and ending on the Effective Date (including without limitation the items disclosed by Bioprojet pursuant to clause (A) of Section 17.2(b)(i)); or (d) if the Clearance Date has occurred, any suit, action or other proceeding pending or threatened before any court, governmental body or administrative or other agency (whether filed or arising before, on or after the Clearance Date) wherein an unfavorable injunction, judgment, order, decree, ruling or charge could be reasonably likely to (A) prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby or declare unlawful any of the transactions contemplated hereby, or (B) cause any of the transactions contemplated by this Agreement to be rescinded following consummation; except to the extent such Liabilities fall within the scope of Partner’s indemnification obligations set forth in Section 16.1 above or result from the willful misconduct of a Partner Indemnitee.
Indemnification of Partner. ST. XXXXX will defend Partner against any claim by a third party that the Distributed Products & Services, as delivered, infringe a U.S. patent issued as of the Effective Date, U.S. copyright, U.S. trademark, or trade secret. ST. XXXXX will indemnify Partner for any damages payable to third parties, including reasonable attorney’s fees, finally awarded by a court of competent jurisdiction with respect to such claims. ST. URIEL’s obligations under this section are expressly conditioned upon Partner immediately notifying ST. XXXXX in writing of any claim, giving ST. XXXXX the sole control over the defense and any related settlements, and providing ST. XXXXX all reasonable assistance therewith. Upon ST. URIEL’s request and direction, Partner will return to ST. XXXXX any Products & Services alleged to infringe a third-party’s rights, and ST. XXXXX will xxxxx Partner a credit in the amount of the price (including shipping) paid by Partner for such Products & Services, less discounts, returns and credits actually given. ST. XXXXX will have no obligation to indemnify or defend Partner under this Section if a claim has arisen due to (i) the combination of Products & Services with other Products & Services, (ii) modification of Products & Services by Partner or a third party, or (iii) the unforeseeable use of Products & Services by Partner or a third party. THIS SECTION STATES Partner’s SOLE AND EXCLUSIVE REMEDY AND ST. URIEL’S SOLE AND EXCLUSIVE OBLIGATION WITH RESPECT TO THE Products & Services INFRINGEMENT OR VIOLATION OF THIRD PARTY RIGHTS.
Indemnification of Partner. The Company agrees to indemnify and hold the Partner and each of its affiliates, directors, officers, employees, agents and any person controlling a person or entity (hereinafter "Indemnified Person") harmless against any losses, actions, proceedings, claims, damages, liabilities, whether joint or several, arising under any statute, common law, or otherwise, which arises in connection with or based upon any document or representation provided by the Company or transaction entered into by the Company contemplated by this
Indemnification of Partner. Optimer shall indemnify and hold harmless each of Partner and its Affiliates and the directors, officers and employees of such entities, and the successors and assigns of any of the foregoing (the “Partner Indemnitees”), from and against any and all Losses incurred by any Partner Indemnitee resulting from any Third Party Claims to the extent arising from, or occurring as a result of: (a) the Development, manufacture, use, handling, storage, import, offer for sale, sale or other disposition of Products outside the Territory (and, if Optimer obtains a license under Section 12.3(b), in the Territory) by Optimer or its Affiliates or licensees except for XXXX; (c) xxxxx negligence or willful misconduct in connection with Optimer’s performance of its obligations or exercise of its rights under this Agreement; or (d) any material breach of any representations, warranties or covenants by Optimer set out in Section 10 of this Agreement, except to the extent such Third Party Claims fall within the scope of the indemnification obligations of Partner set forth in Section 11.1 or arise out of the material breach by Partner of any of the terms of the Supply Agreement.
Indemnification of Partner. Optimer shall indemnify and hold harmless each of Partner and its Affiliates and the directors, officers and employees of such entities, and the successors and assigns of any of the foregoing (the “Partner Indemnitees”), from and against any and all Losses incurred by any Partner Indemnitee resulting from any Third Party Claims to the extent arising from, or occurring as a result of: (a) gross negligence or willful misconduct in connection with Optimer’s performance of its obligations or exercise of its rights under this Agreement; or (b) any material breach of any representations, warranties or covenants by Optimer under this Agreement other than those set forth in Section 9.1, except to the extent such Third Party Claims fall within the scope of the indemnification obligations of Partner set forth in Section 12.1.
Indemnification of Partner. Optimer shall indemnify and hold harmless each of Partner and its Affiliates and the directors, officers and employees of such entities, and the successors and assigns of any of the foregoing (the “Partner Indemnitees”), from and against any and all Losses incurred by any Partner Indemnitee resulting from any Third Party Claims arising from, or occurring as a result of: (a) the Development, manufacture, use, handling, storage, sale or other disposition of Products outside the Territory by Optimer or its Affiliates or licensees or inside the Territory by Optimer or its Affiliates or licensees following the termination of this Agreement or any part of the Territory becoming non-exclusive in accordance with Section 5.1(d); (b) gross negligence or willful misconduct in connection with Optimer’s performance of its obligations or exercise of its rights under this Agreement; or (c) any material breach of any representations, warranties or covenants by Optimer set out in Section 10 of this Agreement, except to the extent such Third Party Claims fall within the scope of the indemnification obligations of Partner set forth in Section 11.1 or arise out of the material breach by Partner of any of the terms of the Supply Agreement.
Indemnification of Partner. The Company agrees to indemnify and hold the Partner and each of its affiliates, directors, officers, employees, agents and any person controlling a person or entity (hereinafter "Indemnified Person") harmless against any losses, actions, proceedings, claims, damages, liabilities, whether joint or several, arising under any statute, common law, or otherwise, which arises in connection with or based upon any document or representation provided by the Company or transaction entered into by the Company contemplated by this Agreement. The Indemnified Person shall be entitled to reimbursement of any travel, legal or other out-of-pocket expenses reasonably incurred by the Indemnified Person. This indemnification shall include any amounts paid in settlement, if such settlement is effected with the written consent of the Company. The foregoing indemnity shall be in addition to any other rights which an Indemnified Person may have at common law or otherwise.
Indemnification of Partner. Optimer shall indemnify and hold harmless each of Partner and its Affiliates and the directors, officers and employees of such entities, and the successors and assigns of any of the foregoing (the “Partner Indemnitees”), from and against any and all Losses incurred by any Partner Indemnitee resulting from any Third Party Claims arising from, or occurring as a result of: (a) gross negligence or willful misconduct in connection with Optimer’s performance of its obligations or exercise of its rights under this Agreement; or (b) any material breach of any representations, warranties or covenants by Optimer under this Agreement, except to the extent such Third Party Claims fall within the scope of the indemnification obligations of Partner set forth in Section 12.1.
Indemnification of Partner. REGENX shall indemnify PARTNER, its Affiliates, and its and their respective directors, officers, employees and agents (collectively, “PARTNER Indemnitees”) and defend and save each of them harmless, from and against any and all Losses to which any PARTNER Indemnitee becomes subject as a result of any and all Third Party Claims arising from or occurring as a result of: [****], except, [****], for those Losses for which PARTNER has an obligation to indemnify REGENX pursuant to Section 12.1 hereof, as to which Losses each Party shall indemnify the other to the extent of their respective liability for the Losses.
Indemnification of Partner. Snovasys shall indemnify, defend or settle any third-party claim brought against Partner, its directors, officers, agents, and affiliates against any liability, loss, costs, or damages, each finally awarded, to the extent arising out of or related to
