Indemnification by Syros Sample Clauses
Indemnification by Syros. Syros shall defend, indemnify, and hold GBT and its Affiliates and its and their respective officers, directors, employees and agents (the “GBT Indemnitees”) harmless from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) in connection with any and all suits, proceedings, investigations, causes of action or claims of Third Parties (collectively, “Claims”) to the extent arising or resulting from: (a) the conduct of the Research Program by or on behalf of Syros or any other Syros Indemnitees; (b) the negligence or willful misconduct of Syros or any other Syros Indemnitees; (c) the breach by Syros of any covenant, representation, warranty or other agreement made by Syros in this Agreement; or (d) the Development, manufacture or Commercialization of Licensed Compounds or Products by or on behalf of Syros or its licensees or any other Syros Indemnitee after termination of this Agreement; except, in each case (a)-(d), to the extent such Claims result from the breach by GBT of any covenant, representation, warranty or other agreement made by GBT in this Agreement or the negligence or willful misconduct of GBT or any other GBT Indemnitee.
Indemnification by Syros. Syros shall indemnify Incyte, its Affiliates and its and their respective directors, officers, employees and agents and defend and save each of them harmless, from and against any and all Losses in connection with any and all Third Party Claims to the extent arising from or occurring as a result of (a) the breach by Syros of this Agreement; (b) the gross negligence or willful misconduct on the part of Syros or its Affiliates or its or their respective directors, officers, employees or agents in connection with this Agreement; or (c) such Third Party Claims alleging the infringement or misappropriation of any intellectual property rights of such Third Party arising from or occurring as a result of Syros’ use of the Syros Platform to perform its activities under the Research Plan, except, in each case ((a) - (c)), for those Losses for which Incyte has an obligation to indemnify Syros pursuant to Section 9.1 hereof, as to which Losses each Party shall indemnify the other to the extent of their respective liability.
Indemnification by Syros. SYROS shall defend, indemnify and hold harmless each of QIAGEN, its Affiliates, and each of its and their respective directors, officers, employees and agents, together with the successors and assigns of any of the foregoing (each, a “QIAGEN Indemnitee”) from and against any and all Claims and Liabilities to the extent arising out of or in connection with (i) a SYROS Indemnitee’s negligence or wilful misconduct; (ii) a SYROS Indemnitee’s violation of Applicable Law; (iii) personal injury or death caused by the defective design or manufacture of a SYROS Product, (iv) personal injury or death to a Clinical Trial subject resulting from use or administration of a SYROS Product, (v) the breach of any covenant, representation or warranty of SYROS contained in this Agreement, (vi) the infringement or misappropriation of any Intellectual Property right of a third party caused by a SYROS Biomarker, (vii) the infringement or misappropriation of any Intellectual Property right of a third party as a result of the development, manufacture or Commercialization of any SYROS Product (excluding to the extent resulting from Third Party Biomarker IP for which QIAGEN has assumed responsibility pursuant to a Schedule), and (viii) the infringement or misappropriation of any Third Party Biomarker IP other than that for which QIAGEN has assumed responsibility pursuant to a Schedule; provided, however, that SYROS’s obligations under this Section 17.2 shall be excused to the extent that such Liabilities arise out of a Claim to which a SYROS Indemnitee is entitled to indemnification under Section 17.1.