Indemnification by Aradigm Clause Samples
The "Indemnification by Aradigm" clause requires Aradigm to compensate or protect the other party from losses, damages, or liabilities arising from specific actions or omissions attributable to Aradigm. Typically, this means that if a third party brings a claim against the other party due to Aradigm’s breach of contract, negligence, or infringement of intellectual property, Aradigm is responsible for covering associated costs such as legal fees and settlements. This clause serves to allocate risk by ensuring that the party harmed by Aradigm’s conduct is not left financially responsible for issues caused by Aradigm’s actions.
Indemnification by Aradigm. Aradigm hereby agrees that it shall be responsible for, indemnify, hold harmless and defend INEX and its Affiliates, and their respective Representatives, invitees, shareholders, partners, attorneys and accountants and their respective heirs, successors and assigns (collectively, the “INEX Indemnitees”), and UBC and its Affiliates and their respective Representatives, Board of Governors, faculty, students, invitees, managing members, partners, attorneys and accountants and their respective heirs, successors and assigns (collectively, the “UBC Indemnitees”) from and against any and all claims, demands, losses, liabilities, damages, costs and expenses (including reasonable legal fees) (collectively, “Losses”) suffered or incurred by any INEX Indemnitee or UBC Indemnitee arising out of, relating to, resulting from or in connection with any Third Party claims arising out of or relating to:
12.1.1 the breach of any representation or warranty made by Aradigm herein;
12.1.2 the default by Aradigm in the performance or observance of any of its obligations to be performed or observed hereunder;
12.1.3 the breach by Aradigm, its Affiliates or Sublicensees of any applicable laws, regulations and guidelines in connection with any Licensed Product or in the performance or observance of any of its obligations to be performed or observed hereunder;
12.1.4 the infringement of the Crown Identified Patents or any Intellectual Property Rights of any Third Party; and
12.1.5 any injury or death to any person or damage to any property caused by any Licensed Product provided by Aradigm, its Affiliates or Sublicensees, whether claimed by reason of breach of warranty, negligence, product defect or otherwise, and regardless of the form in which any such claim is made. The foregoing shall not apply to the extent that such Losses are due to:
12.1.6 the breach of any representation or warranty made by INEX herein;
12.1.7 the default by INEX in the performance or observance of any of its obligations to be performed or observed hereunder; and
12.1.8 the breach by INEX of any applicable laws, regulations and guidelines in connection with any Licensed Product or in the performance or observance of any of its obligations to be performed or observed hereunder.
Indemnification by Aradigm. Aradigm shall indemnify and hold harmless Grifols, and its directors, officers, employees, agents, Affiliates and contractors (collectively, the “Grifols Indemnitees”), from and against all losses, liabilities, damages and expenses, including reasonable attorneys’ fees and costs (collectively, “Liabilities”), resulting from any claims, demands, actions or other proceedings by any Third Party (including claims based upon products liability) (“Claims”) to the extent arising out of or relating to an allegation which, if true, would result in (a) the breach of any representation, warranty or covenant by Aradigm under this Agreement, (b) the negligence or willful misconduct of Aradigm or its agents, Affiliates and contractors or (c) the Development of any Aradigm Products by or on behalf of Aradigm or its Affiliates or licensees or sublicensees. The foregoing indemnity obligation shall not apply to the extent that (i) the Grifols Indemnitees fail to comply with the indemnification procedures set forth in Section 10.3 and Aradigm’s defense of the relevant Claims is prejudiced by such failure, or (ii) any Claim results from any activity set forth in Section 10.2(a), (b) or (c) for which Grifols is obligated to indemnify the Aradigm Indemnitees under Section 10.2.
Indemnification by Aradigm. Subject to compliance with Section 12.3, Aradigm agrees to indemnify, defend and hold harmless SB, its AFFILIATES, and their respective officers, directors, shareholders, representatives, agents and employees (the "SB Indemnitees"), from and against any and all losses, liabilities, damages, costs, fees and expenses, including reasonable legal costs and attorneys' fees ("Losses") resulting from a THIRD PARTY
Indemnification by Aradigm. Subject to Lung Rx’s timely notice obligation in Section 12.3, Aradigm hereby agrees to indemnify, defend and hold Lung Rx and its Affiliates and their respective directors, officers, employees and agents (each, a “Lung Rx Indemnitee”) harmless from and against any and all claims, suits, actions, demands, liabilities, expenses and/or loss, including reasonable legal expense and attorneys’ fees and amounts paid in settlement of any action (collectively, “Losses”), to which any Lung Rx Indemnitee may become subject as a result of any claim, demand, action or other proceeding by any Third Party to the extent based on or resulting from (a) the practice by Lung Rx of any license granted by Aradigm under this Agreement, (b) the negligence or willful misconduct of Aradigm, its Affiliates, or their respective directors, officers, employees, or agents in the performance of Aradigm’s obligations under this Agreement, including product liability claims relating to an item or technology manufactured or supplied by or on behalf of Aradigm; and (c) the breach by Aradigm of any warranty, representation, covenant or agreement made by Aradigm in this Agreement; except, in each case, to the extent such Losses result from the negligence or willful misconduct of any Lung Rx Indemnitee or the breach by Lung Rx of any warranty, representation, covenant or agreement made by Lung Rx in this Agreement.