Merck Indemnity Sample Clauses

The Merck Indemnity clause requires one party, typically Merck, to compensate the other party for certain losses, damages, or liabilities that may arise in connection with the agreement. In practice, this clause outlines the specific circumstances under which Merck must provide indemnification, such as claims resulting from product defects, intellectual property infringement, or breaches of contract. Its core function is to allocate risk by ensuring that the party receiving indemnity is protected from financial harm caused by actions or omissions attributable to Merck, thereby promoting fairness and reducing potential disputes.
Merck Indemnity. Merck will defend, indemnify and hold harmless Mersana, its Affiliates and its and their respective directors, officers, employees and agents from and against all Liabilities resulting from all Claims to the extent such Claims are incurred, relate to or arise out of (a) the breach or non-fulfillment of this Agreement by Merck, (b) the negligence, recklessness or willful misconduct of Merck in connection with the performance of its obligations hereunder, or (c) the Exploitation of Licensed Products by Merck, its Affiliates or Sublicensees, except, in each case, to the extent such Liabilities resulted from any action for which Mersana must indemnify Merck under Section 12.1.1.
View SourceView Similar (3)
Merck Indemnity. Merck shall indemnify, defend, and hold harmless Codexis and its Affiliates, and their respective officers, directors, employees, agents, licensors, and their respective successors, heirs and assigns, and representatives (the “Codexis Indemnitees”), from and against any and all Losses from Claims from Third Party(ies) to the extent arising out of or relating to, directly or indirectly: (a) the negligence, recklessness or wrongful intentional acts or omissions of Merck, its Affiliates, and sublicensees and its or their respective directors, officers, employees and agents, in connection with Merck’s performance of its obligations or exercise of its rights under this Agreement; (b) any breach by Merck of any representation, warranty or covenant set forth in this Agreement; (c) research, development, synthesis, transfer, handling, storage, sale, use, optimization, modification, isolation, engineering, identification, selection, making, having made, importation, exportation or other disposition of any Merck Developed API or Therapeutic Product by or on behalf of Merck or any of its Affiliates, sublicensees, agents and contractors (other than Codexis) , including for each of clauses (a), (b), and (c) above, claims and threatened claims based on (i) product liability, bodily injury, risk of bodily injury, death or property damage or (ii) the failure to comply with Applicable Law; provided, however, that Merck’s indemnification obligations under this Section 11.2 will not apply to any such Losses to the extent (A) such Losses are finally determined by a court or tribunal of competent jurisdiction to be attributable to any Codexis Indemnitee having committed an act or acts of negligence, recklessness or willful misconduct, (B) such Losses result from any breach by Codexis of any representation, warranty or covenant set forth in this Agreement, or (C) Codexis is required to indemnify Merck pursuant to Section 11.1.
View SourceView Similar (3)
Merck Indemnity. Merck shall indemnify and hold Deltagen and its Affiliates and each of their officers, directors, employees, consultants and agents (the “Deltagen Indemnities”) harmless, and hereby forever releases and discharges the Deltagen Indemnities from and against all losses, liabilities, damages and expenses (including [ * ]) resulting from all claims, demands, actions and other proceedings by any Third Party to the extent arising from (a) [ * ] of any [ * ] Merck under this Agreement, or by any [ * ] of any [ * ] of such [ * ] under the terms of a [ * ] Agreement, or by any [ * ] of any representation, warranty or covenant of such [ * ] under the terms of any agreement required to be entered into pursuant to Section 3.3.4, (b) the [ * ] or any of their respective [ * ] of DeltaBase, any Knockout Mice Materials, Progeny, Knockout Derivatives, and/or Merck Derivative Works, [excluding, however, any such use which is covered by [ * ] provided in Section 7.2(d)] (c) the [ * ] of any product by Merck or any [ * ] or [ * ] or [ * ] any of their respective or [ * ] in connection with this Agreement, or (d) [ * ] Merck or any [ * ] or [ * ] or any of their respective [ * ] in the performance of their respective obligations, and their respective activities, under this Agreement, or [ * ] under [ * ] or their [ * ] under any agreement required to be entered into pursuant to Section 3.3.4.
View Source
Merck Indemnity. Merck and MACI agree to indemnify and hold OSI and its Affiliates, employees, directors, agents, and consultants harmless from and against all liability, claims, damages, expenses (including reasonable attorneys' fees), and losses, including but not limited to death, personal injury, illness, or property damage arising from the exercise by Merck or MACI or their permitted sublicensees of any rights granted to Merck or MACI hereunder, or the making, use or sale by Merck or MACI or their permitted sublicensees of any products or processes developed through the exercise of the rights granted to Merck and to MACI hereunder, except to the extent that such liability, claims, damages, expenses and losses arise directly from (i) infringement of third party intellectual property rights by OSI or (ii) the gross negligence or willful misconduct of OSI.
View Source
Merck Indemnity. Merck will defend, indemnify and hold harmless Mersana, its Affiliates and its and their respective directors, officers, employees and agents from and against all Liabilities resulting from all Claims to the extent such Claims are incurred, relate [***] Portions of this exhibit have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. to or arise out of (a) the breach or non-fulfillment of this Agreement by Merck, (b) the negligence, recklessness or willful misconduct of Merck in connection with the performance of its obligations hereunder, or (c) the Exploitation of Licensed Products by Merck, its Affiliates or Sublicensees, except, in each case, to the extent such Liabilities resulted from any action for which Mersana must indemnify Merck under Section 12.1.1.
View Source
Merck Indemnity. Merck shall indemnify, defend and hold harmless Merck, its Affiliates and its and their directors, officers and employees (each a “Customer Indemnified Party”) from against all Losses arising from any Third Party claim to which any Customer Indemnified Party is or may become subject insofar as they are based upon, arise out of or are alleged or claimed to arise out of or in connection with: (a) any breach by Merck of any of its obligations, representations or warranties under this Agreement; (b) any negligent act or omission or willful misconduct by Merck, its Affiliates or its or their directors, officers, employees, agents or subcontractors; (c) the infringement by the production or sale of a Product of any intellectual property or other proprietary rights of any Third Party; or (d) any violation of any applicable law or regulation by Merck, its Affiliates or its or their directors, officers, employees, agents or subcontractors; provided, however, that Merck shall have no obligation to indemnify, defend or hold harmless the Customer Indemnified Parties for any Losses to the extent that such Losses were caused by the negligence or willful misconduct of any Customer Indemnified Party.
View Source

Related to Merck Indemnity

  • IPR Indemnity 23.2.1 The Supplier shall ensure and procure that the availability, provision and use of the Goods and/or Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. 23.2.2 The Supplier shall at all times during and after the Framework Period, on written demand indemnify the Authority against all Losses incurred by, or awarded against the Authority (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. 23.2.3 If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: (a) procure for the Authority the right to continue using the relevant item which is subject to the IPR Claim; or (b) replace or modify the relevant item with non-infringing substitutes provided that: (i) the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; (ii) the replaced or modified item does not have an adverse effect on any other Goods and/or Services; (iii) there is no additional cost to the Authority; and (iv) the terms and conditions of this Framework Agreement shall apply to the replaced or modified Goods and/or Services. 23.2.4 If the Supplier elects to procure a licence in accordance with Clause 23.2.3(a) or to modify or replace an item pursuant to Clause 23.2.3(b), but this has not avoided or resolved the IPR Claim, then: (a) the Authority may terminate this Framework Agreement by written notice with immediate effect; and (b) without prejudice to the indemnity set out in Clause 23.2.2, the Supplier shall be liable for all reasonable and unavoidable costs of the modified or substitute items and/or services including the additional costs of procuring, implementing and maintaining the substitute items.

  • Licensee Indemnity Licensee agrees to indemnify, defend and hold harmless MyECheck from and against all damages and costs (including reasonable attorneys' fees) finally awarded against MyECheck (or finally settled upon) and arising from: (i) any claim of personal injury or tangible personal property damage (excluding data) of whatsoever nature or kind arising, in whole or in part, out of, as a result of, or in connection with the gross negligent or willful misconduct of Licensee, its employees, subcontractors or agents; (ii) any claim brought against MyECheck by a third party alleging that the Licensee Materials (as defined in Exhibit C) directly infringe any U.S. copyright or trademark or misappropriate any trade secret (recognized as such under the Uniform Trade Secrets Act) in existence as of the Effective Date; or (iii) any claim brought against MyECheck by a third party arising from or relating to any modification of the Software by Licensee or any use of the Software other than as permitted under this Agreement. The parties acknowledge and agree that Licensee's obligations under this section are conditioned upon MyECheck providing Licensee: (1) prompt written notice of the existence of such claim, suit, action or proceeding (each a "claim"); (2) sole control over the defense or settlement of such claim; and (3) assistance at Licensee's request to the extent reasonably necessary for the defense of such claim. The foregoing sets forth Licensee's sole and exclusive obligation and MyECheck's sole and exclusive remedy for any claim of intellectual property infringement or misappropriation relating to the Licensee Materials. Notwithstanding the foregoing, Licensee shall not indemnify, defend or hold harmless MyECheck for any claims arising from: (a) any MyECheck intellectual property or software incorporated in or combined with the Licensee Materials where in the absence of such incorporated or combined item, there would not have been infringement; (b) Licensee Materials which have been altered or modified by MyECheck (other than in response to a request by Licensee), where in the absence of such alteration or modification the Licensee Materials would not be infringing; (c) use of an any version of the Licensee Materials for which Licensee has made available an updated, revised or repaired subsequent version; or (d) the gross negligence or willful misconduct of MyECheck or any of its agents, subcontractors or employees. Upon notice of any claim of infringement or upon reasonable belief of the likelihood of such a claim, Licensee shall have the right, at its option, to: (x) obtain the rights to continued use of the Licensee Materials; (y) substitute other suitable, functionally-equivalent, non-infringing materials; or (z) replace or modify the Licensee Materials or their design so that they are no longer infringing. Furthermore, Licensee agrees to maintain commercial general liability insurance of at least $2.5 million, covering Licensee's obligations contained herein on a claims-made basis with coverage for at least one year from the date of completion of the services. The provisions of this Section 12 herein shall survive for a period of one year following the earlier of (a) completion of the Maintenance services or (b) termination of this Agreement.

  • Defense and Indemnity The Party shall defend the State and its officers and employees against all third party claims or suits arising in whole or in part from any act or omission of the Party or of any agent of the Party in connection with the performance of this Agreement. The State shall notify the Party in the event of any such claim or suit, and the Party shall immediately retain counsel and otherwise provide a complete defense against the entire claim or suit. The State retains the right to participate at its own expense in the defense of any claim. The State shall have the right to approve all proposed settlements of such claims or suits.

  • Company Indemnity The Company will indemnify and hold harmless each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, any underwriter, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, or any violation by the Company of the Securities Act or any state securities law or in either case, any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld).

  • Hold Harmless and Indemnity Consultant shall fully and promptly undertake its obligations as set forth below: