Common use of Indemnification by Transferee Clause in Contracts

Indemnification by Transferee. Transferee shall indemnify, defend, and hold Company and its Affiliates, and each of their respective employees, officers, directors, and agents (individually or collectively, the “Company Indemnitee(s)”) harmless from and against any and all liability, damage, loss, cost, or expense (including reasonable attorneys’ fees) resulting from Third Party claims against Company Indemnitee(s) arising out of or resulting from (a) any breach by Transferee, NovaMedica or Permitted Transferee of any of the terms or provisions of this Agreement or any of the Ancillary Agreements; (b) any breach of the representations, warranties, or covenants made by Transferee; (c) willful misconduct or negligence of Transferee, NovaMedica, Permitted Transferee or any subcontractors or sublicensees; provided, however, that such obligations pursuant to this Section 10.1 shall not apply to the extent such Claim (i) arise out of breach by the Company of its representations, warranties, or covenants set forth in Article 9, above; or (ii) are based on actions taken or omitted to be taken by Company in breach of its obligations under this Agreement; or (iii) result from the negligence or willful misconduct of any of the Company Indemnitee(s). For clarity, it is understood and agreed that the provisions of Section 10.1(c), above, shall not apply to DRI following execution of the Assignment and Assumption Agreement, and neither DRI nor NovaMedica shall have any obligation under Section 10.1(a) or (b), above, with respect to claims by Company Indemnitees based on acts or omissions of NovaMedica or DRI, respectively.

Indemnification by Transferee. Each Transferee hereby does, and shall cause each Permitted Transferee to, indemnify, defend, and hold Company and its Affiliates, and each of their respective employees, officers, directors, agents, successors and agents assigns (individually or collectively, the “Company Indemnitee(s)Indemnitees”) harmless from and against any and all liability, damage, loss, cost, or expense (including reasonable attorneys’ fees) resulting from Third Party claims against Company Indemnitee(s(collectively, “Losses”) arising out of Third Party claims and all other Losses arising out of or resulting from related to (a) any a breach by Transfereeof a representation, NovaMedica warranty, covenant or Permitted other obligation of such Transferee of or any of the terms its Affiliates, Permitted Transferees or provisions of subcontractors under this Agreement or any of the Ancillary AgreementsAssignment and Assumption Agreement; (b) any breach negligent or reckless act or omission to act or willful misconduct by such Transferee or any of the representationsits Affiliates, warranties, Permitted Transferees or covenants made by Transfereesubcontractors; and (c) willful misconduct any act or negligence omission of Transferee, NovaMedica, Permitted such Transferee or any of its Affiliates, Permitted Transferees or their respective employees, Affiliates, agents or subcontractors in connection with the Development, Manufacturing, Commercialization, use, consumption, sale, lease, license, sublicense or sublicensees; providedother disposition of the Compound or a Covered Product, howeverincluding but not limited to product liability claims, that such obligations pursuant to this Section 10.1 shall not apply except in cases where, and to the extent that, such Claim (i) arise out of breach by Losses result directly from the Company of its representations, warranties, or covenants set forth in Article 9, above; or (ii) are based on actions taken or omitted to be taken by Company in breach of its obligations under this Agreement; or (iii) result from the , negligence or willful misconduct by or on the part of any of the Company Indemnitee(s)Indemnitees and/or any misrepresentation by Company under this Agreement. For clarity, it is understood and agreed that the provisions of Section 10.1(c), above, shall not apply to DRI following execution of for so long as DRI does not hold any rights under the Assignment and Assumption Agreement, and neither DRI nor NovaMedica shall have any obligation under Section 10.1(a) Assigned IP or (b), above, with respect to claims by Company Indemnitees based on acts or omissions of NovaMedica or DRI, respectivelythe Licensed IP.

Indemnification by Transferee. Transferee shall indemnify, defend, and hold Company and its Affiliates, and each of their respective employees, officers, directors, and agents (individually or collectively, the “Company Indemnitee(s)”) harmless from and against any and all liability, damage, loss, cost, or expense (including reasonable attorneys’ fees) resulting from Third Party claims against Company Indemnitee(s) arising out of or resulting from (a) the Development or Commercialization of Covered Products by or on behalf of Transferee in the Territory; (b) Use of Company IP by or on behalf of Transferee outside the Territory in accordance with Section 2.2(b); (c) any breach by Transferee, NovaMedica or Permitted Transferee of any of the terms or provisions of this Agreement or any of the Ancillary AgreementsAgreement; (bd) any breach of the representations, warranties, or covenants made by Transferee; (ce) willful misconduct or negligence of Transferee, NovaMedica, Permitted Transferee ; or any subcontractors or sublicensees; provided, however, that such obligations pursuant to this Section 10.1 shall not apply to the extent such Claim (i) arise out of breach by the Company of its representations, warranties, or covenants set forth in Article 98, above; or (ii) are based on actions taken or omitted to be taken by any of the Company in breach of its obligations under this Agreement; or (iii) result from the negligence or willful misconduct of any of the Company Indemnitee(s). For clarity, it is understood and agreed that (A) the provisions of Section 10.1(c10.1(e), above, shall not apply to DRI following with respect to acts or omissions occurring after execution of the Assignment and Assumption Agreement, and neither (B) DRI nor NovaMedica shall not have any obligation under Section 10.1(a10.1(c) or (bd), above, with respect to claims by Company Indemnitees based on acts or omissions of NovaMedica, and (C) NovaMedica shall not have any obligation under Section 10.1(c) or (d), above, with respect to claims by Company Indemnitees based on acts or omissions of DRI, respectively.