Common use of Indemnification by Xxxxxxx Clause in Contracts

Indemnification by Xxxxxxx. Xxxxxxx shall defend, indemnify and hold harmless PPD and its Affiliates, and their respective directors, officers, employees and agents (“PPD Indemnitees”), against any and all liabilities, losses, claims, and causes of action, and any damages or costs directly arising therefrom (including without limitation reasonable attorneys’ fees) (collectively, all of the foregoing, “Claims”) due to any third party claim directly resulting from (a) personal injury or death, to the extent caused by use of any Product that was not manufactured in accordance with the specifications established in any Work Order or by mutual agreement of the Parties, GMP, Applicable Laws, and this Agreement; (b) breach by Xxxxxxx or any Affiliate or subcontractor of either of the foregoing of any warranty, representation, covenant or agreement made by Xxxxxxx in this Agreement; or (c) any Xxxxxxx Indemnitee’s negligence, intentional misconduct, or failure to comply with any Applicable Law, provided that Xxxxxxx shall not have any obligation under this Section 13.01 to the extent any Claim results from (a) breach by any PPD Indemnitee of any warranty, representation, covenant or agreement made by PPD in this Agreement or (b) any PPD Indemnitee’s negligence, intentional misconduct, or failure to comply with any Applicable Laws.

Indemnification by Xxxxxxx. Xxxxxxx shall defend, indemnify and hold harmless PPD Company and its Affiliates, and their respective officers, directors, officersemployees, employees contractors, agents and agents assigns (each, an “PPD IndemniteesCompany Indemnified Party”), from and against Indemnified Losses incurred by any Company Indemnified Party as a result of any Claims against any and all liabilities, losses, claims, and causes of action, and any damages Company Indemnified Party arising or costs directly arising therefrom (including without limitation reasonable attorneys’ fees) (collectively, all of the foregoing, “Claims”) due to any third party claim directly resulting from from: (a) personal injury the research, Development, Manufacture, use, sale, offer for sale, other commercialization or death, to the extent caused by use importation of any Product that was not manufactured in accordance with the specifications established in Compounds and/or Products by or on behalf of Xxxxxxx or any Work Order of its Affiliates, licensees or by mutual agreement of the Parties, GMP, Applicable Laws, and this Agreementsublicensees (other than Company); (b) breach by Xxxxxxx the negligence or any Affiliate or subcontractor willful misconduct of either of the foregoing of any warranty, representation, covenant or agreement made by Xxxxxxx in performing Xxxxxxx’x obligations or exercising Xxxxxxx’x rights under this Agreement; or (c) the breach of any of the covenants, warranties and representations made by Xxxxxxx Indemnitee’s negligenceto Company under this Agreement. Notwithstanding the foregoing, intentional misconduct, or failure to comply with any Applicable Law, provided that Xxxxxxx shall not have be responsible for the indemnification of any obligation under this Section 13.01 Company Indemnified Party to the extent that the Indemnified Losses of such Company Indemnified Party were caused by: (i) the negligence or willful misconduct of such Company Indemnified Party; or (ii) any Claim results from (a) breach by any PPD Indemnitee Company of any warrantyits covenants, representationobligations, covenant warranties or agreement made by PPD in representations pursuant to this Agreement or (b) any PPD Indemnitee’s negligence, intentional misconduct, or failure to comply with any Applicable Laws.Agreement. Execution Copy

Indemnification by Xxxxxxx. Xxxxxxx shall defend, indemnify and hold harmless PPD Company and its Affiliates, and their respective officers, directors, officersemployees, employees contractors, agents and agents assigns (each, an “PPD IndemniteesCompany Indemnified Party”), from and against Indemnified Losses incurred by any Company Indemnified Party as a result of any Claims against any and all liabilities, losses, claims, and causes of action, and any damages Company Indemnified Party arising or costs directly arising therefrom (including without limitation reasonable attorneys’ fees) (collectively, all of the foregoing, “Claims”) due to any third party claim directly resulting from from: (a) personal injury the research, Development, Manufacture, use, sale, offer for sale, other commercialization or death, to the extent caused by use importation of any Product that was not manufactured in accordance with the specifications established in Compounds and/or Products by or on behalf of Xxxxxxx or any Work Order of its Affiliates, licensees or by mutual agreement of the Parties, GMP, Applicable Laws, and this Agreementsublicensees (other than Company); (b) breach by Xxxxxxx the negligence or any Affiliate or subcontractor willful misconduct of either of the foregoing of any warranty, representation, covenant or agreement made by Xxxxxxx in performing Xxxxxxx’x obligations or exercising Xxxxxxx’x rights under this Agreement; or (c) the breach of any of the covenants, warranties and representations made by Xxxxxxx Indemnitee’s negligenceto Company under this Agreement. Notwithstanding the foregoing, intentional misconduct, or failure to comply with any Applicable Law, provided that Xxxxxxx shall not have be responsible for the indemnification of any obligation under this Section 13.01 Company Indemnified Party to the extent that the Indemnified Losses of such Company Indemnified Party were caused by: (i) the negligence or willful misconduct of such Company Indemnified Party; or (ii) any Claim results from (a) breach by any PPD Indemnitee Company of any warrantyits covenants, representationobligations, covenant warranties or agreement made by PPD in representations pursuant to this Agreement or (b) any PPD Indemnitee’s negligence, intentional misconduct, or failure to comply with any Applicable LawsAgreement.

Indemnification by Xxxxxxx. Xxxxxxx shall defendMelinta hereby agrees to indemnify, indemnify defend and hold harmless PPD Cidara and its Affiliates, Affiliates and their respective directors, officers, employees and agents (each, a “PPD IndemniteesCidara Indemnitee”), ) harmless from and against any and all liabilities, lossesexpenses and/or loss, claims, including reasonable legal expense and causes of action, and any damages or costs directly arising therefrom (including without limitation reasonable attorneys’ fees) fees (collectively, all “Losses”), to which any Cidara Indemnitee may become subject as a result of the foregoingany claim, demand, action or other proceeding by any Third Party (“ClaimsClaim”) due to any third party claim the extent such Losses arise directly resulting from or indirectly out of: (a) personal injury the practice by Melinta or death, to the extent caused by use any of any Product that was not manufactured in accordance with the specifications established in any Work Order its Affiliates or by mutual agreement Sublicensees of the Parties, GMP, Applicable Laws, and this AgreementLicense; (b) the Development, Manufacture, use, Commercialization or other exploitation of Compound or Product by or on behalf of Melinta or any of its Affiliates or Sublicensees; (c) the breach by Xxxxxxx Melinta of any provision of this Agreement or any Affiliate or subcontractor of either of the foregoing of PV Agreement (including any warranty, representation, covenant or agreement made by Xxxxxxx in this AgreementMelinta herein or therein); (d) the negligence or willful misconduct of any Melinta Indemnitee (defined below), or (ce) any Xxxxxxx Indemnitee’s negligencenegligent or willful misconduct act or omission of Melinta, intentional misconductits Affiliate, Sublicensee or Third Party contractor that causes Cidara to be in material breach of, or failure to comply with any Applicable Lawnon-compliance with, provided that Xxxxxxx shall not have any obligation under this Section 13.01 the Mundipharma Agreement to the extent provided in Section 3.7; except, in each case, to the extent such Losses result from the negligence or willful misconduct of any Claim results from (a) Cidara Indemnitee or the breach by Cidara of any PPD Indemnitee provision of this Agreement, the PV Agreement or the Supply Agreement (including any warranty, representation, covenant or agreement made by PPD in this Agreement Cidara herein or (b) any PPD Indemnitee’s negligence, intentional misconduct, or failure to comply with any Applicable Lawstherein).