Aurora Indemnification Clause Samples
The Aurora Indemnification clause requires one party, typically Aurora, to compensate the other party for losses, damages, or liabilities arising from specific actions or breaches. In practice, this clause may apply if Aurora's actions cause third-party claims or legal expenses, obligating Aurora to cover those costs. Its core function is to allocate risk and financial responsibility, ensuring that the non-breaching party is protected from certain losses related to Aurora's conduct.
Aurora Indemnification. Aurora hereby agrees to indemnify, defend and hold BMS and its Affiliates, and their respective officers, directors, employees, consultants, contractors, sublicensees (where approved by Aurora), and agents (collectively, the "BMS Indemnitees") harmless from and against any and all damages or other amounts payable to a Third Party, as well as any reasonable attorneys' fees and costs of litigation incurred by such Indemnitee as to such Claim until Aurora has acknowledged that it will provide indemnification hereunder with respect to such Claim as provided below, (collectively, "Damages") resulting from claims, suits, proceedings or causes of action ("Claims") brought by a Third Party directed to: *** except to the extent such Damages are attributable to: (i) a violation of law, regulation or court order by any BMS Indemnitee, (ii) a violation of any contractual or fiduciary duty owed by any BMS indemnittee to a Third Party, (iii) the misappropriation by any such BMS Indemnitee of the trade secrets of any Third Party, (iv) any negligent act or omission or intentional misconduct of any BMS Indemnitee, (v) any breach of this Agreement or misrepresentation contained herein by a BMS Indemnitee, (vi) *** (vii) *** ***CONFIDENTIAL TREATMENT REQUESTED
Aurora Indemnification. CONFIDENTIAL TREATMENT REQUESTED
Aurora Indemnification. 9.5.1 Aurora hereby agrees to indemnify, defend and hold Senomyx and its respective officers, directors, employees and agents (collectively the "Senomyx Indemnitees") harmless from and against all damages, losses, liabilities, expenses and costs or other amounts payable to a Third Party, including reasonable attorneys' fees and costs of litigation, resulting from a claim, demand, action, suit, or other proceeding brought or threatened by a Third Party against a Senomyx Indemnitee based on Aurora's gross negligence, intentional misconduct, trade secret misappropriation or material misrepresentations contained herein. IN NO EVENT SHALL AURORA BE LIABLE FOR ANY INDIRECT, INCIDENTAL ,SPECIAL OR CONSEQUENTIAL DAMAGES SUFFERED BY SENOMYX RESULTING FROM THE EXERCISE OF ANY RIGHTS GRANTED IN ACCORDANCE WITH THIS AGREEMENT.
9.5.2 Aurora hereby agrees to indemnify, defend and hold [...***...], and the [...***...] and its respective officers, sponsors, directors, employees and agents (collectively the "IP Indemnitees") harmless from and against all damages or other amounts payable to a Third Party, including reasonable attorneys' fees and costs of litigation, resulting or arising from the exercise of rights under the license granted from Senomyx to Aurora under Section 4.2 and pursuant to any agreement between [...***...] and Senomyx, including product liability. 24/41 *CONFIDENTIAL TREATMENT REQUESTED CONFIDENTIAL - EXECUTION COPY
Aurora Indemnification. Aurora agrees to indemnify, defend and hold harmless GW, its officers, employees and agents from and against any and all claims, GW-A▇▇▇▇▇ ▇▇▇eement, Dec 15 1999 *** CONFIDENTIAL TREATMENT REQUESTED 13/23 14 liabilities, demands, damages, judgements, awards, settlements, expenses or losses (including reasonable attorney fees) (collectively, "Claims") arising out of Aurora's negligence or willful misconduct or any damages to property or injuries (including death) to any persons directly caused by Aurora, its employees, agents or permitted subcontractors. GW shall give prompt notice of the Claim to Aurora and, provided that Aurora is not contesting the indemnity obligation, shall permit Aurora to control any litigation relating to such a Claim and disposition of any such Claim provided that Aurora shall act reasonably and in good faith with respect to all matters relating to the settlement or disposition of any Claim as the settlement or disposition relates to parties being indemnified under this Section and Aurora shall not settle or otherwise resolve any Claim without prior notice to GW and the consent of GW if such settlement involves anything other than the payment of money by Aurora. GW shall cooperate with Aurora, at Aurora's expense, in its defense of any Claim for which indemnification is sought under this Section.
Aurora Indemnification. Aurora hereby agrees to indemnify, defend and hold Merck, and its officers, directors, employees, and agents (collectively, the "Merck Indemnitees") harmless from and against all damages or other amounts payable to a Third Party, including reasonable attorneys' fees and costs of litigation, resulting from a suit or ***.
Aurora Indemnification. Aurora hereby agrees to indemnify, defend and hold CFF, and its officers, directors, employees, and agents (collectively, the "CFF Indemnitees") harmless from and against all damages or other amounts payable to a Third Party, including reasonable attorneys' fees and costs of litigation, resulting from a suit or claim brought by a Third Party against a CFF Indemnitee for i) any development, manufacture, use or sale of a Development Candidate or Product by or through Aurora or its Licensees, and ii) personal injury or property damage that was caused by Aurora or by or to an Aurora employee or agent due to the willful misconduct of Aurora or such Aurora employee or agent in performance of this Agreement at CFF or Aurora; except to the extent such damages or other amounts payable are attributable to: (a) a violation of law and regulation or court order by any CFF Indemnitee, or (b) any willful misconduct of any CFF Indemnitee. If a CFF Indemnitee desires indemnification from Aurora, such CFF Indemnitee will promptly and in writing notify Aurora of the same pursuant to this Section 8.3 and the circumstances surrounding such requested indemnification and Aurora will be entitled to assume sole control of the defense or settlement; provided, however, that the CFF Indemnitee will be entitled to participate in the defense of such matter and to employ counsel of its choosing and at its own expense to provide assistance to Aurora.
Aurora Indemnification. Aurora agrees to indemnify, defend and hold harmless Wyeth, its officers, employees and agents from and against any and all claims, liabilities, demands, damages, judgements, awards, settlements, expenses or losses (including reasonable attorney fees) arising out of Aurora's negligence or willful misconduct or any damages to property or injuries (including death) to any persons directly caused by Aurora, its employees, agents or permitted subcontractors.
Aurora Indemnification. Aurora hereby agrees to indemnify, defend ***.