Senomyx Indemnification. Senomyx shall indemnify Firmenich, its Affiliates and their respective directors, officers, employees and agents (each, a “Firmenich Indemnitee”), 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”) incurred by them to the extent resulting from or in connection with any and all suits, investigations, claims or demands brought by a Third Party (collectively, “Third Party Claims”) against any Firmenich Indemnitee to the extent arising from or occurring as a result of (a) any material breach by Senomyx of this Agreement; (b) a breach of any representation or warranties made by Senomyx herein; (c) any gross negligence or willful misconduct (but not patent infringement) on the part of Senomyx or its Affiliates in performing any activity contemplated by this Agreement; or (d) any development, manufacturing, formulation, handling, storage, shipment, sale or other disposition of any Compound, Selected Compound or any Intermediate by or through Senomyx or its Affiliates or its permitted sublicensees (in each case other than by or on behalf of Firmenich or its Affiliates or permitted sublicensees and excluding (i) any Third Party Claims or Losses arising from any material breach by Firmenich of the Supply Agreement and (ii) any claim or allegation of infringement any Third Party intellectual property). 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 16.4 for any such Losses.
Appears in 2 contracts
Samples: Collaborative Research, Development, Commercialization and License Agreement, Collaborative Research, Development, Commercialization and License Agreement (Senomyx Inc)
Senomyx Indemnification. 9.3.1 Senomyx shall indemnify Firmenichhereby agrees to indemnify, defend and hold Aurora, and its Affiliates and their respective officers, directors, officers, employees and agents (eachcollectively, a “Firmenich Indemnitee”), and defend and save each of them harmless, the "Aurora Indemnitees") harmless from and against any and all damages, losses, damages, liabilities, expenses and costs and expenses (or other amounts payable to a Third Party, including without limitation, reasonable attorneys’ ' fees and expenses) (collectivelycosts of litigation, “Losses”) incurred by them to the extent resulting from a claim, demand, action, suit or in connection with any and all suits, investigations, claims other proceeding brought or demands brought threatened by a Third Party (collectively, “Third Party Claims”) against any Firmenich an Aurora Indemnitee to the extent arising from or occurring as a result of based on (a) any material breach by Senomyx of this Agreement; (b) a breach of any representation or warranties made by Senomyx herein; (c) any gross negligence or willful misconduct (but not patent infringement) on the part of Senomyx or its Affiliates in performing any activity contemplated by this Agreement; or (d) any development, manufacturingmanufacture, formulationuse, handling, storage, shipment, sale or other disposition of any Compound, Selected a Development Compound or any Intermediate Product by or through Senomyx or its Affiliates or its permitted sublicensees (in each case other than by or on behalf of Firmenich or its Affiliates Affiliates, Licensees or permitted sublicensees and excluding sublicensees, (b) the practice by Senomyx of any license granted hereunder, or (c) infringement by Aurora of Patent Rights of any Third Party as a result of using a Target in an Assay Platform, or Compound Supply provided under this Agreement by Senomyx; except to the extent such damages or other amounts payable are attributable to: (i) a violation of any contractual or fiduciary duty owed by any Aurora Indemnitee to a Third Party Claims or Losses arising from any material breach by Firmenich of the Supply Agreement and Party, (ii) any claim material breach of this Agreement by an Aurora Indemnitee, or allegation (iii) trade secret misappropriation or patent infringement by Aurora of infringement any screen components (other than a Target or Compound Supply) that are Controlled by a Third Party intellectual property)or are covered by a Third Party's Patent Rights. Notwithstanding IN NO EVENT SHALL SENOMYX BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES SUFFERED BY AURORA RESULTING FROM THE EXERCISE OF ANY RIGHTS GRANTED IN ACCORDANCE WITH THIS AGREEMENT.
9.3.2 With respect to rights licensed to Aurora by [***] Senomyx hereby agrees to indemnify, defend and hold harmless [***], as appropriate, and their respective officers, directors, employees, sponsors and agents from and against all damages or other amounts payable to a Third Party (including product liability) resulting or arising from Senomyx's use of the foregoing, Senomyx shall have no obligation to indemnify a Firmenich Indemnitee rights granted herein to the extent, and only to the extent, extent that Firmenich has an obligation to indemnify any such indemnification by Senomyx Indemnitee is required by [*** ] pursuant to Section 16.4 for any such Lossesagreements between [***].
Appears in 1 contract
Samples: Collaborative Research and License Agreement (Senomyx Inc)
Senomyx Indemnification. 9.3.1 Senomyx shall indemnify Firmenichhereby agrees to indemnify, defend and hold Aurora, and its Affiliates and their respective officers, directors, officers, employees and agents (eachcollectively, a “Firmenich Indemnitee”), and defend and save each of them harmless, the "Aurora Indemnitees") harmless from and against any and all damages, losses, damages, liabilities, expenses and costs and expenses (or other amounts payable to a Third Party, including without limitation, reasonable attorneys’ ' fees and expenses) (collectivelycosts of litigation, “Losses”) incurred by them to the extent resulting from a claim, demand, action, suit or in connection with any and all suits, investigations, claims other proceeding brought or demands brought threatened by a Third Party (collectively, “Third Party Claims”) against any Firmenich an Aurora Indemnitee to the extent arising from or occurring as a result of based on (a) any material breach by Senomyx of this Agreement; (b) a breach of any representation or warranties made by Senomyx herein; (c) any gross negligence or willful misconduct (but not patent infringement) on the part of Senomyx or its Affiliates in performing any activity contemplated by this Agreement; or (d) any development, manufacturingmanufacture, formulationuse, handling, storage, shipment, sale or other disposition of any Compound, Selected a Development Compound or any Intermediate Product by or through Senomyx or its Affiliates or its permitted sublicensees (in each case other than by or on behalf of Firmenich or its Affiliates Affiliates, Licensees or permitted sublicensees and excluding sublicensees, (b) the practice by Senomyx of any license granted hereunder, or (c) infringement by Aurora of Patent Rights of any Third Party as a result of using a Target in an Assay Platform, or Compound Supply provided under this Agreement by Senomyx; except to the extent such damages or other amounts payable are attributable to: (i) a violation of any contractual or fiduciary duty owed by any Aurora Indemnitee to a Third Party Claims or Losses arising from any material breach by Firmenich of the Supply Agreement and Party, (ii) any claim material breach of this Agreement by an Aurora Indemnitee, or allegation (iii) trade secret misappropriation or patent infringement by Aurora of infringement any screen components (other than a Target or Compound Supply) that are Controlled by a Third Party intellectual propertyor are covered by a Third Party's Patent Rights. IN NO EVENT SHALL SENOMYX BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES SUFFERED BY AURORA RESULTING FROM THE EXERCISE OF ANY RIGHTS GRANTED IN ACCORDANCE WITH THIS AGREEMENT.
9.3.2 With respect to rights licensed to Aurora by the Xxxxxx Xxxxxx Medical Institute ("HHMI") or by The Regents of the University of California ("UC"). Notwithstanding the foregoing, Senomyx shall have no obligation hereby agrees to indemnify indemnify, defend and hold harmless HHMI or UC, as appropriate, and their respective officers, directors, employees, sponsors and agents from and against all damages or other amounts payable to a Firmenich Indemnitee Third Party (including product liability) resulting or arising from Senomyx's use of the rights granted herein to the extent, and only to the extent, extent that Firmenich has an obligation to indemnify any such indemnification by Senomyx Indemnitee is required by HHMI or UC pursuant to Section 16.4 for any such Lossesagreements between HHMI and Aurora or between UC and Aurora.
Appears in 1 contract
Samples: Collaborative Research and License Agreement (Senomyx Inc)