Common use of Personal Injury or Property Damage Clause in Contracts

Personal Injury or Property Damage. NN shall indemnify and hold ---------------------------------- ZGI harmless from and against any and all claims, judgments, costs, awards, expenses (including, but not limited to, any attorney's fees) or liability of any kind arising out of personal injury or property damage caused or alleged to be caused by NN's exercise of its rights to ZGI IP hereunder. In addition, NN shall assume all obligations for warranties and product liability claims that accompany or result from the sale or use of a Patent Product or Know-How Product licensed by NN hereunder, and shall indemnify and hold ZGI harmless from and against any and all claims, judgments, costs, awards, expenses (including, but not limited to, any attorney's fees) or liability of any kind arising from customers and relating to such warranty obligations or product liability claims. NN's obligation to indemnify ZGI under this SECTION 10.1 shall not apply in case of gross negligence or willful misconduct by ZGI. [*] designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the Commission. ZGI shall indemnify and hold NN harmless from and against any and all claims, judgments, costs, awards, expenses (including, but not limited to, any attorney's fees) or liability of any kind arising out of personal injury or property damage caused or alleged to be caused by ZGI's exercise of its rights to NN IP hereunder. In addition, ZGI shall assume all obligations for warranties and product liability claims that accompany or result from the sale or use of a Patent Product or Know-How Product licensed by ZGI hereunder, and shall indemnify and hold NN harmless from and against any and all claims, judgments, costs, awards, expenses (including, but not limited to, any attorney's fees) or liability of any kind arising from customers and relating to such warranty obligations or product liability claims. ZGI's obligation to indemnify NN under this SECTION 10.1 shall not apply in case of gross negligence or willful misconduct by NN.

Appears in 2 contracts

Samples: Kunitz Protein Agreement (Zymogenetics Inc), Kunitz Protein Agreement (Zymogenetics Inc)

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Personal Injury or Property Damage. NN shall indemnify and hold ---------------------------------- ZGI harmless from and against any and all claims, judgments, costs, awards, expenses (including, but not limited to, any attorney's fees) or liability of any kind arising out of personal injury or property damage caused or alleged to be caused by NN's exercise of its rights to ZGI IP Patents hereunder. In addition, NN shall assume all obligations for warranties and product liability claims that accompany or result from the sale or use of a Patent Product or Know-How Product licensed by NN hereunderProduct, and shall indemnify and hold ZGI harmless from and against any and all claims, judgments, costs, awards, expenses (including, but not limited to, any attorney's fees) or liability of any kind arising from customers and relating to such warranty obligations or product liability claims. NN's obligation to indemnify ZGI under this SECTION 10.1 9.1 shall not apply in case of gross negligence or willful misconduct by ZGI. [*] designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the Commission. ZGI shall indemnify and hold NN harmless from and against any and all claims, judgments, costs, awards, expenses (including, but not limited to, any attorney's fees) or liability of any kind arising out of personal injury or property damage caused or alleged to be caused by ZGI's exercise of its rights to NN IP Patents hereunder. In addition, ZGI shall assume all obligations for warranties and product liability claims that accompany or result from the sale or use of a Patent Product or Know-How Product licensed by ZGI hereunderProduct, and shall indemnify and hold NN harmless from and against any and all claims, judgments, costs, awards, expenses (including, but not limited to, any attorney's fees) or liability of any kind arising from customers and relating to such warranty obligations or product liability claims. ZGI's obligation to indemnify NN under this SECTION 10.1 9.1 shall not apply in case of gross negligence or willful misconduct by NN.

Appears in 2 contracts

Samples: Cross License Agreement (Zymogenetics Inc), Cross License Agreement (Zymogenetics Inc)

Personal Injury or Property Damage. NN shall indemnify indemnify, defend and hold ---------------------------------- ZGI harmless ZGEN and its directors, officers, employees and agents (collectively, the “Indemnitees”) from and against any and all claims, judgments, costs, awards, expenses (including, but not limited to, any attorney's attorneys’ fees) or liability of any kind arising out of personal injury or property damage caused or alleged to be caused by NN's exercise any Licensed Product developed, manufactured, used or sold by NN or any of its rights to ZGI Affiliates or Sublicensees or the use of any ZGEN IP hereunderor Sublicensed Patents by NN or any of its Affiliates or Sublicensees. In addition, NN shall assume all obligations for warranties and product liability claims that accompany or result from the sale or use of a Patent any Licensed Product developed, manufactured or Know-How Product licensed sold by NN hereunder, or any of its Affiliates or Sublicensees and shall indemnify indemnify, defend and hold ZGI harmless the Indemnitees from and against any and all claims, judgments, costs, awards, expenses (including, but not limited to, any attorney's attorneys’ fees) or liability of any kind arising from customers a customer’s or user’s use of any Licensed Product developed, manufactured or sold by NN or any of its Affiliates or Sublicensees and relating to such warranty obligations or product liability claims. NN's obligation to indemnify ZGI ’s obligations under this SECTION 10.1 Section 12.1 shall not apply to any Indemnitee to the extent that such Indemnitee is grossly negligent or engaged in case of gross negligence or willful misconduct by ZGImisconduct. [*] designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the Commission. ZGI ZGEN shall indemnify and hold (a) promptly notify NN harmless from and against any and all claims, judgments, costs, awards, expenses (including, but not limited to, any attorney's fees) or liability of any kind arising out claim, judgment, cost, award or expense covered by this Section 12.1, (b) reasonably cooperate with NN in the defense of personal injury such claim, judgment, cost, award or property damage caused expense, at NN’s cost and expense in connection therewith, (c) allow NN to control the defense of the claim, judgment, cost, award or alleged to be caused by ZGI's exercise of its rights to NN IP hereunder. In additionexpense, ZGI shall assume all obligations for warranties and product liability claims that accompany or result from including the sale or use of a Patent Product or Know-How Product licensed by ZGI hereunder, and shall indemnify and hold NN harmless from and against any and all claims, judgments, costs, awards, expenses (including, but not limited to, any attorney's fees) or liability taking of any kind arising from customers and relating action necessary to permit NN to control such warranty obligations defense, and, (d) not compromise or product liability claims. ZGI's obligation to indemnify NN under this SECTION 10.1 settle the claim, judgment, cost, award or expense without NN’s prior written consent, which consent shall not apply in case of gross negligence or willful misconduct by NNbe unreasonably withheld.

Appears in 1 contract

Samples: License Agreement (Zymogenetics Inc)

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Personal Injury or Property Damage. NN shall indemnify and hold ---------------------------------- ----------------------------------- ZGI harmless from and against any and all claims, judgments, costs, awards, expenses (including, but not limited to, any attorney's fees) or liability of any kind arising out of personal injury or property damage caused or alleged to be caused by NN's exercise of its rights to ZGI IP Patents hereunder. In addition, NN shall assume all obligations for warranties and product liability claims that accompany or result from the sale or use of a Patent Product or Know-How Product licensed product covered in any manner by NN hereundera ZGI Patent, and shall indemnify and hold ZGI harmless from and against any and all claims, judgments, costs, awards, expenses (including, but not limited to, any attorney's fees) or liability of any kind arising from customers and relating to such warranty obligations or product liability claims. NN's obligation to indemnify ZGI under this SECTION 10.1 9.1 shall not apply in case of gross negligence or willful misconduct by ZGI. [*] designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the Commission. ZGI shall indemnify and hold NN harmless from and against any and all claims, judgments, costs, awards, expenses (including, but not limited to, any attorney's fees) or liability of any kind arising out of personal injury or property damage caused or alleged to be caused by ZGI's exercise of its rights to NN IP Patents hereunder. In addition, ZGI shall assume all obligations for warranties and product liability claims that accompany or result from the sale or use of a Patent Product or Know-How Product licensed product covered in any manner by ZGI hereundera NN Patent, and shall indemnify and hold NN harmless from and against any and all claims, judgments, costs, awards, expenses (including, but not limited to, any attorney's fees) or liability of any kind arising from customers and relating to such warranty obligations or product liability claims. ZGI's obligation to indemnify NN under this SECTION 10.1 9.1 shall not apply in case of gross negligence or willful misconduct by NN.

Appears in 1 contract

Samples: Cross License Agreement (Zymogenetics Inc)

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