Common use of Senomyx Indemnification Clause in Contracts

Senomyx Indemnification. Senomyx shall indemnify Firmenich, its Affiliates and their respective directors, officers, employees and agents (collectively, “Firmenich Indemnitees”), and defend and save each of them harmless, from and against any and all losses, damages, liabilities, costs and expenses (including without limitation, reasonable attorneys’ fees and expenses) (collectively, “Losses”) in connection with any and all Third Party suits, investigations, claims or demands (collectively, “Third Party Claims”) arising from or occurring as a result of (a) any material breach by Senomyx of this Agreement; (b) any representation or warranties made by Senomyx herein having been incorrect or misleading; or (c) any gross negligence or willful misconduct (but not patent infringement which is covered in Section 11) on the part of Senomyx or its Affiliates in performing any activity contemplated by this Agreement including, but not limited to, product liability claims arising out of any tests conducted solely by Senomyx. Notwithstanding the foregoing, Senomyx shall have no obligation to indemnify a Firmenich Indemnitee to the extent, and only to the extent, that Firmenich has an obligation to indemnify any Senomyx Indemnitee pursuant to Section 16.5 for any such Losses.

Appears in 2 contracts

Samples: Collaborative Research, Development, Commercialization and License Agreement (Senomyx Inc), Collaborative Research, Development, Commercialization and License Agreement (Senomyx Inc)

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Senomyx Indemnification. Senomyx shall indemnify Firmenich, its Affiliates and their respective directors, officers, employees and agents (collectively, “Firmenich Indemnitees”), and defend and save each of them harmless, from and against any and all losses, damages, liabilities, costs and expenses (including without limitation, reasonable attorneys’ fees and expenses) (collectively, “Losses”) in connection with any and all Third Party suits, investigations, claims or demands (collectively, “Third Party Claims”) arising from or occurring as a result of (a) any material breach by Senomyx of this Agreement; (b) any representation or warranties made by Senomyx herein having been incorrect or misleading; or (c) any gross negligence or willful misconduct (but not patent infringement which is covered in Section 11) on the part of Senomyx or its Affiliates in performing any activity contemplated by this Agreement including, but not limited to, product liability claims arising out of any tests conducted solely by Senomyx; or (d) the practice by Senomyx of any license granted by Firmenich hereunder. Notwithstanding the foregoing, Senomyx shall have no obligation to indemnify a Firmenich Indemnitee to the extent, and only to the extent, that Firmenich has an obligation to indemnify any Senomyx Indemnitee pursuant to Section 16.5 16.4 for any such Losses.

Appears in 2 contracts

Samples: Collaborative Research, Development, Commercialization and License Agreement (Senomyx Inc), Collaborative Research, Development, Commercialization and License Agreement (Senomyx Inc)

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Senomyx Indemnification. Senomyx shall indemnify FirmenichSolae, its Affiliates and their respective directors, officers, employees and agents (collectively, “Firmenich Solae Indemnitees”), and defend and save each of them harmless, from and against any and all losses, damages, liabilities, costs and expenses (including without limitation, reasonable attorneys’ fees and expenses) (collectively, “Losses”) in connection with any and all Third Party suits, investigations, claims or demands (collectively, “Third Party Claims”) to the extent arising from or occurring as a result of (a) any material breach by Senomyx of this Agreement; (b) any representation or warranties made by Senomyx herein having been incorrect or misleadingmisleading in any material respect; or (c) any gross negligence or willful misconduct (but not patent infringement which is covered in Section 11infringement) on the part of Senomyx or its Affiliates in performing any activity contemplated by this Agreement including, but not limited to, product liability claims arising out of any tests conducted solely by Senomyx. Notwithstanding the foregoing, Senomyx shall have no obligation to indemnify a Firmenich Solae Indemnitee to the extent, and only to the extent, that Firmenich Solae has an obligation to indemnify any Senomyx Indemnitee pursuant to Section 16.5 for any such Losses.

Appears in 1 contract

Samples: Collaborative Research, Development, Commercialization and License Agreement (Senomyx Inc)

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