Indemnity by Licensee. Licensee hereby agrees to indemnify, defend (by counsel reasonably acceptable to TSRI) and hold harmless TSRI, its Affiliates and their respective trustees, directors, officers, employees, scientists, agents, students, successors, and assigns (collectively, the “Indemnitees”) from and against all damages, liabilities, losses and other expenses, including without limitation reasonable attorney’s fees, expert witness fees and costs incurred by the Indemnitees, with respect to any third party claim, suit or action asserted against any of the Indemnitees, whether or not a lawsuit or other proceeding is filed (collectively “Claims”), that arise out of or relate to (a) [***], (b) [***], (c) [***], (d) [***], (e) [***], (f) [***], and/or (g) [***]; provided, that Licensee shall not indemnify the Indemnitees for Claims resulting from any Indemnitees’ (A) gross negligence, fraud or willful misconduct in connection with this Agreement and/or (B) breach of this Agreement. The Indemnitees must notify the Licensee within [***] after receipt of any Claims made for which the Licensee might be liable under this Section 8.1. Such notice shall not be a condition precedent to any liability of the Licensee under this Agreement, except to the extent that the Licensee is prejudiced in its ability to defend such a Claim as a result of an unreasonable delay in notice. Licensee shall not enter into any settlement, stipulated judgment or other arrangement with respect to such Claims that (i) imposes any obligation on Indemnitees, (ii) does not release Indemnitees from all liability, or (iii) would have a materially adverse effect on TSRI’s reputation or business, without TSRI’s prior written consent, which consent Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims.
Appears in 1 contract
Samples: License Agreement (Immunomedics Inc)
Indemnity by Licensee. Licensee hereby agrees to indemnify, defend Licensor and its (by counsel reasonably acceptable to TSRIand its Affiliates’) and hold harmless TSRI, its Affiliates and their respective trustees, directors, officers, employees, scientists, agents, students, successorsemployees and agents (the “Licensor Indemnified Parties”) at Licensee’s cost and expense, and assigns (collectively, will indemnify and hold Licensor and the “Indemnitees”) other Licensor Indemnified Parties harmless from and against all damages, liabilities, losses and other expenses, any Losses to the extent resulting from any Third Party claim (including without limitation reasonable attorney’s fees, expert witness fees and costs incurred by the Indemnitees, with respect to any third party claim, suit or action asserted against any of the Indemnitees, whether or not a lawsuit or other proceeding is filed (collectively “Claims”), that arise product liability claims) arising out of or relate otherwise relating to (ai) [***]the negligence or willful misconduct of Licensee, its Affiliates, or their respective Sublicensees in connection with its activities under this Agreement, (bii) [***]the material breach of this Agreement or the representations, warranties and covenants made hereunder by Licensee or (ciii) [***]the exploitation of Licensed Products by or on behalf of Licensee, its Affiliates, or their respective Sublicensees (dincluding from product liability and intellectual property infringement claims); except, in each case, to the extent such Losses result from clause (i) [***]or (ii) of Section 8(a) above. In the event of any such claim against the Licensor Indemnified Parties by a Third Party, the foregoing indemnity obligations shall be conditioned upon (ex) [***]Licensor promptly notifying Licensee in writing of the claim (provided, however, that any failure or delay to notify shall not excuse any obligation of Licensee except to the extent Licensee is actually materially prejudiced thereby) and (fy) [***]Licensor granting Licensee shall sole management and control, and/or at Licensee’s sole expense, the defense of the claim and its settlement (g) [***]; provided, however, that Licensee shall not indemnify settle any such claim without the Indemnitees for Claims resulting from any Indemnitees’ (A) gross negligence, fraud or willful misconduct in connection with this Agreement and/or (B) breach of this Agreement. The Indemnitees must notify the Licensee within [***] after receipt of any Claims made for which the Licensee might be liable under this Section 8.1. Such notice shall not be a condition precedent to any liability of the Licensee under this Agreement, except to the extent that the Licensee is prejudiced in its ability to defend such a Claim as a result of an unreasonable delay in notice. Licensee shall not enter into any settlement, stipulated judgment or other arrangement with respect to such Claims that (i) imposes any obligation on Indemnitees, (ii) does not release Indemnitees from all liability, or (iii) would have a materially adverse effect on TSRI’s reputation or business, without TSRI’s prior written consent, which consent Confidential treatment has been requested with respect of Licensor (such consent not to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. shall not be unreasonably withheld, conditioned delayed or delayedconditioned) if such settlement does not include a complete release from liability or if such settlement would involve undertaking an obligation (including the payment of money by a Licensor Indemnified Party), would bind or impair a Licensor Indemnified Party, or includes any admission of wrongdoing or that any intellectual property or proprietary right of Licensor or this Agreement is invalid, narrowed in scope or unenforceable), and (z) the Licensor Indemnified Parties reasonably cooperating with Licensee (at Licensee’s expense). Notwithstanding the above, IndemniteesThe Licensor Indemnified Parties may, at their option and expense, shall have the right to retain separate independent counsel to assist be represented in defending any such Claimsaction or proceeding by counsel of their own choosing.
Appears in 1 contract
Indemnity by Licensee. Licensee hereby agrees to indemnify, defend (by counsel reasonably acceptable to TSRI) and hold harmless TSRI, its Affiliates and their respective trustees, directors, officers, employees, scientists, agents, students, successors, and assigns (collectively, the “Indemnitees”) from and against all damages, liabilities, losses and other expenses, including without limitation reasonable attorney’s fees, expert witness fees and costs incurred by the Indemnitees, with respect to any third party claim, suit or action asserted against any of the Indemnitees, whether or not a lawsuit or other proceeding is filed (collectively “Claims”), that arise out of or relate to (a) Licensee’s or any of its Sublicensees’ practice of any invention claimed by the Licensed Patent Rights, (b) alleged defects or other problems with any of the Licensed Products manufactured, sold, distributed or rendered by or on behalf of Licensee or any Sublicensee, including without limitation any personal injuries, death or property damages related thereto, (c) the research, development, manufacture, use, marketing, advertising, distribution, sale or importation of any Licensed Product by or on behalf of Licensee or any of its Sublicensees, (d) the negligent or willful acts or omissions of Licensee or any of its Sublicensees, (e) any allegations that the Licensed Products developed, manufactured, sold, distributed or rendered by or on behalf of Licensee or any Sublicensee and/or any trademarks, service marks, logos, symbols, slogans or other materials used in connection with or to market Licensed Products violate or infringe upon the trademarks, service marks, trade dress, trade names, copyrights, patents, works of authorship, inventorship rights, trade secrets, database rights, rights under unfair Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, (b) [***]as amended. competition laws, (c) [***]rights of publicity, (d) [***]privacy or defamation, (e) [***]or any other intellectual or industrial property right of any third party, (f) [***]Licensee’s or any Sublicensee’s material failure to comply with any applicable laws, rules or regulations, and/or (g) [***]the labeling, packaging or patent marking of any Licensed Product or containers thereof by or on behalf of Licensee or any Sublicensee; provided, that Licensee shall not indemnify the Indemnitees for Claims resulting from any Indemnitees’ (A) gross negligence, fraud or willful misconduct in connection with this Agreement and/or (B) breach of this Agreement. The Indemnitees must notify the Licensee within [***] after receipt of any Claims made for which the Licensee might be liable under this Section 8.1. Such notice shall not be a condition precedent to any liability of the Licensee under this Agreement, except to the extent that the Licensee is prejudiced in its ability to defend such a Claim as a result of an unreasonable delay in notice. Licensee shall not enter into any settlement, stipulated judgment or other arrangement with respect to such Claims that (i) imposes any obligation on Indemnitees, (ii) does not release Indemnitees from all liability, or (iii) would have a materially adverse effect on TSRI’s reputation or business, without TSRI’s prior written consent, which consent Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims.
Appears in 1 contract
Samples: License Agreement (Immunomedics Inc)
Indemnity by Licensee. a) Licensee shall indemnify, hold harmless, and defend Licensor, Landlord at 000 Xxxx Xxxxxxxx, XXXX STAGES LLC, Xxxxxxxx Arts Foundation, the holders of any mortgages now or hereafter encumbering all or any portion of ,or interests in, the Licensed Premises and their respective managers, members, affiliates, officers, directors, partners, shareholders, principals, employees representatives, and agents (collectively, the "indemnified Parties'') from and against any and all claims, actions, damages, costs, liability and/or expenses, including, but not limited to attorney fees and other professional fees arising from or out of: (i) the use or occupancy of the Licensed Premises by Licensee or its agents, contractors, employees or invitees, (ii) any activity, work, or action done or permitted by Licensee or its agents, contractors, employees or invitees in the Licensed Premises, (iii) any acts, omissions, or negligence of Licensee or its agents, contractors, employees or invitees, (iv) any breach, violation, or non performance by Licensee or its agents, contractors, employees or invitees of any term, covenant, or provision of this Agreement or any law, ordinance, or governmental requirement of any kind, or (v) any injury or damage to the person, property, or business of Licensee, its agents, contractors, employees or invitees, or any other person entering upon the Licensed Premises under the express invitation of Licensee. This indemnification shall survive the expiration or termination of this Agreement.
b) Licensee hereby agrees to indemnifypay, defend (by counsel reasonably acceptable to TSRI) and hold harmless TSRIas additional fees, its Affiliates and their respective trusteesall reasonable attorney fees, directors, officers, employees, scientists, agents, students, successorscosts, and assigns disbursements (collectivelyand all other court costs or expenses of legal proceedings) ("Legal Costs") which Landlord or Licensor may incur or pay out by reason of, or in connection with the “Indemnitees”) from and against all damages, liabilities, losses and other expenses, including without limitation reasonable attorney’s fees, expert witness fees and costs incurred by enforcement of this Agreement and/or any failure on the Indemnitees, part of Licensee to perform or comply with respect to any third party claim, suit or action asserted against any of the Indemniteescovenants, whether agreements, terms or not a lawsuit or other proceeding is filed (collectively “Claims”), that arise out of or relate to (a) [***], (b) [***], (c) [***], (d) [***], (e) [***], (f) [***], and/or (g) [***]; provided, that Licensee shall not indemnify the Indemnitees for Claims resulting from any Indemnitees’ (A) gross negligence, fraud or willful misconduct conditions contained in connection with this Agreement and/or on Licensee's part to be performed or complied with and the exercise by Licensor of any remedy provided in this Agreement with respect thereto. This Paragraph is intended to supplement (Band not to limit) breach other provisions of this Agreement. The Indemnitees must notify the Licensee within [***] after receipt of any Claims made for which the Licensee might be liable under this Section 8.1. Such notice shall not be a condition precedent Agreement pertaining to any liability of the Licensee under this Agreement, except to the extent that the Licensee is prejudiced in its ability to defend such a Claim as a result of an unreasonable delay in notice. Licensee shall not enter into any settlement, stipulated judgment or other arrangement with respect to such Claims that (i) imposes any obligation on Indemnitees, (ii) does not release Indemnitees from all liability, or (iii) would have a materially adverse effect on TSRI’s reputation or business, without TSRI’s prior written consent, which consent Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claimsindemnities and/or attorneys' fees.
Appears in 1 contract
Samples: License Agreement
Indemnity by Licensee. (a) Licensee hereby agrees to indemnifyshall defend, defend (by counsel reasonably acceptable to TSRI) indemnify and hold harmless TSRILicensor, its Affiliates and their respective trusteesmembers, managers, stockholders, officers, directors, officers, employees, scientists, agents, studentsrepresentatives and attorneys (each, successors, and assigns (collectively, the a “IndemniteesLicensor Indemnified Party”) against any Loss arising from or in connection with (i) any breach by Licensee of the representations and warranties in Section 6.1, or (ii) Licensee’s failure to comply with the terms of the grant of license specified in Article II herein.
(b) Licensee shall defend, indemnify and hold harmless each Licensor Indemnified Party against all damages, liabilities, losses and other expenses, any Loss (including without limitation reasonable attorney’s fees, expert witness fees and costs incurred any Loss first suffered by a customer of a Licensor Indemnified Party for which the Indemnitees, with respect to any third party claim, suit Licensor Indemnified Party becomes responsible) arising from or action asserted against any of the Indemnitees, whether or not a lawsuit or other proceeding is filed (collectively “Claims”), that arise out of or relate to (a) [***], (b) [***], (c) [***], (d) [***], (e) [***], (f) [***], and/or (g) [***]; provided, that Licensee shall not indemnify the Indemnitees for Claims resulting from any Indemnitees’ (A) gross negligence, fraud or willful misconduct in connection with this Agreement and/or (B) breach any claim that the Excluded Licensee Improvements, used alone or in combination with the Licensed Property, Technology, or Know-How infringes or misappropriates, directly or indirectly, a patent, trade secret, copyright, trademark or other intellectual property right of this AgreementThird Party Rights Holder. The Indemnitees must notify Notwithstanding the foregoing, Licensee within [***] after receipt of will not indemnify any Claims made for which the Licensee might be liable under this Section 8.1. Such notice shall not be a condition precedent to any liability of the Licensee under this Agreement, except Loss to the extent that the Licensee is prejudiced in its ability to defend such a Claim as a result based upon: (1) an infringement or misappropriation of an unreasonable delay in notice. Licensee shall intellectual property right of a Third Party Rights Holder that would not enter into exist but for the addition, use, or presence of any settlementmaterial, stipulated judgment chemical, or other arrangement type of additives that is not included as part of the Excluded Licensee Improvements used alone or in combination with respect to the Licensed Property, Technology, or Know-How ; or (2) the use of the Excluded Licensee Improvements after Licensee has provided the Licensor Indemnified Party with replacement for or a modification of the Excluded Licensee Improvements if the alleged infringement or misappropriation would have been avoided by implementation of such Claims that (i) imposes any obligation on Indemnitees, (ii) replacement or modification and such replacement or modification does not release Indemnitees from all liabilityadversely affect the efficacy or functionality of the Excluded Licensee Improvements. If any portion of the Excluded Licensee Improvements becomes, or (iii) would have in Licensee’s opinion is likely to become, the subject of a materially adverse effect on TSRI’s reputation or businessLoss arising from this Section 9.3, without TSRI’s prior written consent, which consent Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the above, Indemniteesthen Licensee may, at their its sole option and expense, shall have either procure the right to retain separate independent counsel to assist in defending any such Claimscontinue using the Excluded Licensee Improvements or replace or modify the Excluded Licensee Improvements so it becomes non-infringing.
Appears in 1 contract
