Indemnification by MPI Clause Samples

Indemnification by MPI. MPI agrees to defend MPMx, at MPI's cost and expense, and will indemnify and hold MPMx and its directors, officers, employees and agents (the "MPMx Indemnified Parties") harmless from and against, any losses, costs, damages, fees or expenses arising out of any claim relating to personal injury from the exploitation by MPI or an MPI Subsidiary or their licensees of the MPMx Retained Rights or other rights transferred by MPMx to MPI or an MPI Subsidiary pursuant to Section 2, including the development, manufacture, use, sale or other disposition of products or services resulting therefrom. In the event of any such claim against the MPMx Indemnified Parties by any party, MPMx shall promptly notify MPI in writing of the claim and MPI shall manage and control, at its sole expense, the defense of the claim and its settlement. The MPMx Indemnified Parties shall cooperate with MPI and may, at their option and expense, be represented in any such action or proceeding. MPI shall not be liable for any litigation costs or expenses incurred by the MPMx Indemnified Parties or for any costs or expenses of settlements made by any MPMx Indemnified Parties without MPI's prior written authorization. In addition, MPI shall not be responsible for the indemnification of any MPMx Indemnified Party arising from any negligent or intentional acts by such party.

Indemnification by MPI. Except as otherwise provided in this Agreement or any Ancillary Agreement, following the Distribution Date, MPI shall indemnify, defend and hold harmless Myriad and its Affiliates and Group, including each of their respective directors and officers, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Myriad Indemnitees”), from and against any and all Liabilities and related losses of the Myriad Indemnitees relating to, arising out of or resulting from any of the following: (a) The failure of MPI, and its Affiliates and Group or any other Person to pay, perform or otherwise promptly discharge after the Distribution Date any MPI Liabilities in accordance with their respective terms; (b) The MPI Liabilities; (c) Any untrue statement, alleged untrue statement, omission or alleged omission of a material fact in the Form 10, resulting in a misleading statement, with respect to all information contained in the Form 10; and (d) Any breach by MPI of this Agreement or any of the Ancillary Agreements.

Indemnification by MPI. MPI shall indemnify, defend and hold harmless Medtronic and each of its subsidiaries, officers, directors, shareholder, employees, agents and affiliates (collectively, all such indemnitees are referred to in this Section as "Medtronic") against and in respect of any and all claims, demands, losses, obligations, liabilities, damages, deficiencies, actions, settlements, judgments, costs and expenses which Medtronic may incur or suffer or with which it may be faced (including reasonable costs and legal fees incident thereto or in seeking indemnification therefor), (referred to as "Costs") arising out of or based upon the breach by MPI of any of its representations, warranties, covenants or agreements contained or incorporated in this Agreement or any agreement, certificate or document executed and delivered to Medtronic by MPI in connection with the transactions hereunder. An amount for which Medtronic is entitled to indemnification pursuant hereto is referred to as an "Indemnified Amount."

Indemnification by MPI. Subject to Section 10.3, MPI hereby agrees to indemnify, defend and hold BVI, its Affiliates, and BVI’s and its Affiliates’ officers, directors, employees, contractors, agents, and other representatives (collectively, “BVI Indemnitees”) harmless from and against any Losses resulting from Claims brought against any BVI Indemnitee(s) resulting from MPI’s, its Affiliates’, Sublicensees’ or any MPI Representative’s (i) negligence or willful misconduct, (ii) breach of Section 7 or 9.2 of this Agreement, or (iii) failure to comply with Applicable Laws, except to the extent such Losses result from any BVI Indemnitee’s (A) negligence or willful misconduct, (B) breach of this Agreement, or (C) failure to comply with any Applicable Laws.

Indemnification by MPI. MPI shall defend, indemnify and hold harmless Caliper, its Affiliates and sublicensees, and all their officers, directors, employees and agents (collectively, the "Caliper Indemnitees") from any Losses (as defined in Section 7.1) incurred by [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. any Caliper Indemnitee in connection with any claim, demand, law suit or other legal action by any third party against any Caliper Indemnitee that arises from or occurs as a result of (a) any breach of this Agreement by MPI or its Affiliates or any act, whether of omission or commission, by MPI or its Affiliates with respect to their activities under this Agreement, or (b) the use by Caliper of any MPI Materials in sTAP Products as directed by MPI pursuant to Sections 2.4.2 or 2.4.4, except for those Losses for which Caliper has an obligation to indemnify MPI Indemnitees pursuant to Section 7.1, as to which Losses each party shall indemnify the other to the extent of their respective liability for the Losses; provided, however, that no such indemnification shall apply to the extent that such Losses arise from or occur as a result of (i) the gross negligence or intentional misconduct of Caliper or its Affiliates, (ii) Caliper's use of MPI Materials in violation of this Agreement or in violation of any reasonable restrictions on use imposed by MPI in accordance with Section 6.2 above, (ii) Caliper's combination of MPI Materials with Caliper Technology or other technology, or (iii) Caliper's unauthorized modification, transfer or use of MPI Materials.

Indemnification by MPI. MPI agrees to defend MBI, at MPI's cost and expense, and will indemnify and hold MBI and its directors, officers, employees and agents (the "MBI Indemnified Parties") harmless from and against, any losses, costs, damages, fees or expenses arising out of any claim relating to personal injury from the exploitation by MPI or its licensees of the MBI Retained Rights or other rights transferred by MBI to MPI pursuant to Section 2, including the development, manufacture, use, sale or other disposition of products or services resulting therefrom. In the event of any such claim against the MBI Indemnified Parties by any party, MBI shall promptly notify MPI in writing of the claim and MPI shall