Serono Indemnification Sample Clauses
Serono Indemnification. Serono (as the "Indemnifying Party" under ---------------------- ------------------ this Section) shall defend, indemnify and hold ZGI and its Affiliates, Contractors, Sublicensees and their respective employees and agents (the "Indemnified Parties" under this Section) harmless from and against any and all ------------------- claims, actions, judgments, costs, awards, expenses (including reasonable attorneys' fees, experts' fees, and other costs of defense at any stage of proceedings) or liability of any kind to the extent arising out of:
(a) Third Party claims or actions for [ * ] caused or alleged to be caused by [ * ] to the extent [ * ] is attributable to matters within the scope of [ * ] hereunder;
(b) Third Party claims or actions arising from [ * ] of any [ * ] or any activities related to [ * ] by or for [ * ];
(c) Third Party claims or actions arising in connection with any breach of any warranties, representations or covenants made by Serono or with its authorization hereunder; or
(d) [ * ] to the extent arising from or related to matters within the scope of Serono's responsibilities or allocated tasks hereunder or arising from the conduct of any Development Tasks or any activities related to the manufacturing, marketing, distribution, sale or promotion of Licensed Products by or for Serono. provided, however, that Serono will not be required to defend, indemnify or hold any Indemnified Party harmless from any claims, actions, judgments, costs, awards, expenses or other liabilities to the extent resulting from:
(i) the negligence or willful malfeasance of any Indemnified Party;
(ii) any breach of ZGI's warranties, representations or covenants under Article Fourteen or other breach by ZGI of this Agreement; or
(iii) any settlement or admission of liability made or purported to be made by any Indemnified Party without Serono's prior written approval.
Serono Indemnification. Serono shall indemnify and hold harmless, pursuant to the provisions of this Section 12, BioMarin and each of its officers, directors, employees, agents and Affiliates (collectively, the “BioMarin Indemnitees”), from and against, and will reimburse each such BioMarin Indemnitee with respect to, any and all Third Party claims, actions, demands, losses, damages, liabilities, costs and expenses to which such BioMarin Indemnitee may become subject, including reasonable fees and disbursements of counsel and expenses of reasonable investigation (collectively, “BioMarin Losses”), arising out of, based upon or caused by: [****]