INDEMNIFICATION AND NEGATION OF WARRANTIES. 11.1 — ACORDA agrees to defend, indemnify and hold harmless MAYO and INVESTIGATORS against any and all costs, damages, expenses, including attorneys fees, arising from any claims, damages and liabilities asserted by third parties arising from ACORDA’s use of the results of the work performed under this Agreement. MAYO agrees to defend, indemnify and hold harmless ACORDA against any and all costs, damages, expenses, including attorneys fees, arising from any claims, damages and liabilities asserted by third parties arising from MAYO’s conduct or use of the results of the work performed under this Agreement. As used in the preceding parts of this paragraph, MAYO includes its Trustees, Officers, Agents, and Employees and ACORDA includes any of its “Affiliates”. An “Affiliate” of ACORDA shall mean any corporation or other business entity controlled by, controlling, or under common control with ACORDA. For this purpose “control” means direct or indirect beneficial ownership of at least fifty (50%) percent of the voting stock, or at least fifty (50%), percent interest in the income of such corporation or other business
INDEMNIFICATION AND NEGATION OF WARRANTIES. 6.1 -- SPONSOR agrees to indemnify, defend and hold harmless MAYO, its trustees, officers, employees and agents from any third party claims, loss, damage, arising from SPONSOR'S use of the research performed under this agreement. Notwithstanding the above, SPONSOR shall not be responsible for indemnifying MAYO, its trustees, officers, employees or agents for any liability to the extent due to MAYO's negligence, willful misconduct or research contrary to the Project. In the event that SPONSOR defends MAYO and proof of the foregoing is established, MAYO shall reimburse SPONSOR for all costs and expenses incurred by SPONSOR in such defense. MAYO shall provide prompt written notice to SPONSOR of any such claim or liability and SPONSOR shall control the defense and/or settlement of any such claim or liability, provided that SPONSOR agrees not to settle any such claim against MAYO without MAYO's consent where such settlement would include any admission of liability on the part of MAYO or MAYO would incur any financial liability; where the settlement would impose any restriction on the conduct by MAYO of any of its activities, or where the settlement would Sponsored Research Agreement and Option page 7 of 19 Xxxxxx / Alnylam 9/29/2003 not include an unconditional release of MAYO from all liability for claims that are the subject matter of such claim. Mayo agrees to be responsible for its acts of negligence or willful misconduct in the performance of its duties and shall be financially and legally responsible for all expenses, liabilities and attorneys fees resulting from or attributable to any such negligence or willful misconduct. Mayo agrees to maintain adequate insurance or a program of self-insurance to cover its liabilities.
INDEMNIFICATION AND NEGATION OF WARRANTIES. 7.1 Except to the extent of Institution’s obligations defined below, Company shall, at its expense, indemnify, hold harmless and, at Institution’s written request, defend Institution and its subsidiaries, affiliates, directors, trustees, officers, employees, agents, and independent contractors, from and against any claims, loss, damage and associated expenses (including attorney’s fees) (“Claims”) arising out infringement or misappropriation of intellectual property Claims on the Device. Company shall have the right to undertake, conduct and control, through counsel of its own choosing, the defense and settlement of any such claim. Institution shall have the right to be represented by counsel of its own choosing, but at its own expense. So long as Company is contesting any such claim in good faith, Institution shall not pay or settle such claim. Institution shall provide reasonable assistance to Company in the defense of such claim or action at Company’s request and reasonable expense. Notwithstanding the above, Company agrees not to settle or compromise any claim against Institution without Institution’s prior written approval. Such approval shall not unreasonably be withheld.
INDEMNIFICATION AND NEGATION OF WARRANTIES. 7.1 –– COMPANY agrees to indemnify, defend and hold harmless MFMER, MAYO, their trustees, officers, employees and agents (the “ INDEMNITIES”) from (1) any claims, loss, damage, arising from COMPANY’s use of the research performed under this agreement and (2) any liability and expenses (including attorney’s fees) arising out of an injury or condition allegedly caused by the administration of the drug or device being tested. Notwithstanding the above, COMPANY shall not be responsible for indemnifying the INDEMNITIES for any liability proven to be due to the INDEMNITIES’ negligence, willful misconduct or research contrary to the Protocol. In the event that COMPANY defends the INDEMNITIES and proof of the foregoing is established, the INDEMNITIES shall reimburse COMPANY for all costs and expenses incurred by COMPANY in such defense. COMPANY agrees not to compromise or settle any claim against the INDEMNITIES without the prior written approval of the INDEMNITIES.
INDEMNIFICATION AND NEGATION OF WARRANTIES. 6.1. MOUNT SINAI, ITS TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, AND AFFILIATES, MAKE NO REPRESENTATIONS AND EXTEND NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE RIGHTS GRANTED HEREIN, INCLUDING BUT NOT LIMITED TO: WARRANTIES OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, VALIDITY OF ANY OF THE PATENT RIGHTS OR CLAIMS THEREOF WHETHER ISSUED OR PENDING. NOTHING CONTAINED HEREIN SHALL BE CONSTRUED AS A REPRESENTATION OR WARRANTY BY MOUNT SINAI THAT THE PATENT RIGHTS DO NOT INFRINGE THE RIGHTS OF ANY THIRD PARTY. IN NO EVENT SHALL MOUNT SINAI, ITS TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, OR AFFILIATES BE LIABLE, FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING ECONOMIC DAMAGE OR INJURY TO PROPERTY OR LOST PROFITS, RESULTING FROM THE RIGHTS GRANTED HEREUNDER, REGARDLESS OF WHETHER MOUNT SINAI IS ADVISED OR HAS OTHER REASON TO KNOW OR KNOWS OF THE POSSIBILITY OF ANY OF THE FOREGOING. FURTHER, MOUNT SINAI MAKES NO EXPRESS OR IMPLIED WARRANTIES THAT THE SOFTWARE AND/OR COPYRIGHT WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER RIGHTS.
