Indemnification by POINT Sample Clauses
Indemnification by POINT. POINT hereby agrees to Indemnify UHN, CPDC, CanProbe and their respective Affiliates, and their directors, officers, employees, contractors and agents (the “Licensor Indemnitees”) from and against any and all Losses resulting from Third Party Claims, including, for each of clauses (a), (b) and (c), below, bodily injury, risk of bodily injury, death, property damage, and product liability Third Party Claims or the failure to comply with Law arising out of or relating to, directly or indirectly:
(a) POINT’s, its Affiliates’, Sublicensees’, wholesalers’, distributors’ or sub-contractors’ (collectively, the “POINT Parties”) activities (including Development) under the Commercialization Plan, use, Development, manufacture, commercialization, transfer, labelling, handling or storage, promotion, marketing, distribution, offer for sale, sale, import or export of any Product in the Territory;
(b) the POINT Parties’ negligence, recklessness, intentional misconduct or intentional acts or omissions; provided that the foregoing shall not apply to any action or omission undertaken at the direction or request of any Licensor Indemnitee outside of the Commercialization Plan; or
(c) POINT’s material and uncured breach of any representation, warranty or covenant set out in this Agreement. POINT’s obligation to Indemnify the Licensor Indemnitees pursuant to the foregoing sentence shall not apply to the extent that any such Losses (i) arise from the negligence or intentional misconduct of any Licensor Indemnitee; (ii) arise from any material breach by the Licensor of this Agreement; or (iii) arising out of the Licensor’s activities under the Commercialization Plan.
Indemnification by POINT. (a) Subject to Sections 8.1 and 8.2, POINT agrees to defend, indemnify and hold CPDC and its affiliates their respective officers, employees and agents harmless against any and all losses, damages, costs, claims, demands, judgments and liability to, from and in favour of third parties (other than affiliates) resulting from, or relating to any claim of infringement or alleged infringement of any intellectual property rights of any third party in respect of the Product, or any portion thereof, and/or any claim of personal injury or property damage to the extent that such injury or damage is the result of a breach of this Agreement by POINT, including, without limitation, any representation or warranty contained herein, or any negligence or wrongful act(s) of POINT or its officers, employees or agents in the handling, storage, distribution or use of Product after taking possession from CPDC, except to the extent that any such losses, damages, costs, claims, demands, judgments and liability are due to the negligence or wrongful act(s) of CPDC or its officers, employees or agents.
(b) In the event of a claim pursuant to Section 8.4(a), CPDC shall: (i) promptly notify POINT of any such claims; (ii) use commercially reasonable efforts to mitigate the effects of such claim; (iii) reasonably cooperate with POINT in the defence of such claim; (iv) permit POINT to control the defence and settlement of such claim, all at POINT’s cost and expense, provided POINT’s consent shall be required for any final settlement of such claim.