Common use of Licensee’s Obligation Clause in Contracts

Licensee’s Obligation. LICENSEE shall defend, indemnify, and hold harmless MPC, its Affiliates and their respective directors, officers, shareholders, employees and agents (“MPC Indemnitees”), from and against any and all liabilities, damages, losses, penalties, fines, costs, interest, and expenses, including, but not limited to reasonable attorney’s fees (collectively “MPC Damages”) arising from or occurring as a result of a Third Party’s claim, action, suit, judgment or settlement against an MPC Indemnitee that is due to or based upon: 12.1.1 any breach of a representation, warranty, covenant or agreement of LICENSEE under this Agreement, 12.1.2 any negligent or more culpable act of LICENSEE, its Affiliates or its sublicensees under this Agreement, or 12.1.3 development, manufacture, use, sale or labeling of Compound, Bulk Drug Substance or Product by LICENSEE, its Affiliates or its sublicensees. However, LICENSEE shall not indemnify or hold harmless MPC Indemnitees from MPC Damages to the extent that such MPC Damages are finally determined to have resulted from an item for which MPC is obligated to indemnify LICENSEE pursuant to Section 12.2. LICENSEE’s obligations under this Section shall survive the expiration or termination of this Agreement for any reason.

Licensee’s Obligation. LICENSEE shall defend, indemnify, and hold harmless MPCMTPC, its Affiliates and their respective directors, officers, shareholders, employees and agents (“MPC MTPC Indemnitees”), from and against any and all liabilities, damages, losses, penalties, fines, costs, interest, and expenses, including, but not limited to reasonable attorney’s fees (collectively “MPC MTPC Damages”) arising from or occurring as a result of a Third Party’s claim, action, suit, judgment or settlement against an MPC MTPC Indemnitee that is due to or based upon: 12.1.1 any breach of a representation, warranty, covenant or agreement of LICENSEE under this Agreement, 12.1.2 any negligent or more culpable act of LICENSEE, its Affiliates or its sublicensees under this Agreement, or 12.1.3 development, manufacture, use, sale or labeling of Compound, Bulk Drug Substance or Product by LICENSEE, its Affiliates or its sublicensees. However, LICENSEE shall not indemnify or hold harmless MPC MTPC Indemnitees from MPC MTPC Damages to the extent that such MPC MTPC Damages are finally determined to have resulted from an item for which MPC MTPC is obligated to indemnify LICENSEE pursuant to Section 12.2. LICENSEE’s obligations under this Section shall survive the expiration or termination of this Agreement for any reason.