Indemnification Scope. IT IS IN THE BEST INTERESTS OF THE PARTIES THAT CERTAIN RISKS RELATING TO THE MATTERS GOVERNED BY THIS AGREEMENT SHOULD BE IDENTIFIED AND ALLOCATED AS BETWEEN THEM. IT IS THEREFORE THE INTENT AND PURPOSE OF THIS AGREEMENT TO PROVIDE FOR THE INDEMNITIES SET FORTH HEREIN TO THE MAXIMUM EXTENT ALLOWED BY LAW. ALL PROVISIONS OF THIS ARTICLE SHALL BE DEEMED CONSPICUOUS WHETHER OR NOT CAPITALIZED OR OTHERWISE EMPHASIZED.
Indemnification Scope. Corvus hereby agrees to indemnify, defend (if requested by Genentech) and hold harmless each of Genentech, its Affiliates and its and their officers, directors, employees, subcontractors and agents (for purposes of Section 14.1, each, a “Genentech Indemnitee”) from and against Losses incurred in connection with Claims, to the extent such Losses (A) arise out of or in connection with (1) the negligence or willful misconduct of any Corvus Indemnitees; (2) Corvus’ breach of any of its representations, warranties, covenants or obligations under this Agreement; or (3) Corvus’ breach of any Applicable Law pertaining to activities it performs under this Agreement or (B) are directly caused by the Corvus Molecule.
Indemnification Scope. Genentech hereby agrees to indemnify, defend and hold harmless each of Corvus, its Affiliates and its and their officers, directors, employees, subcontractors and agents (for purposes of Section 14.1, each, a “Corvus Indemnitee”) from and against Losses incurred in connection with Claims, to the extent such Losses (A) arise out of or in connection with (1) the negligence or willful misconduct of any Genentech Indemnitees; (2) Genentech’s breach of any of its representations, warranties, covenants or obligations under this Agreement; or (3) Genentech’s breach of any Applicable Law pertaining to activities it performs under this Agreement or (B) are directly caused by the Genentech Molecule.
Indemnification Scope. Ocera hereby agrees to indemnify, defend (if requested by Licensee) and hold harmless each of Licensee and its officers, directors, employees and agents (for purposes of Section 11.1, each, a “Licensee Indemnitee”) from and against Losses resulting directly from Claims to the extent attributable to (A) Ocera’s breach of Section 10.3 or its representations or warranties under this Agreement or (B) activities performed by Ocera under this Agreement. Ocera’s obligations under this Section 11.1(c)(i) shall not apply to the extent that any such Losses are attributable to (A) Licensee’s breach of Section 10.4 or of its representations or warranties under this Agreement or (B) the negligence or willful misconduct of any Licensee Indemnitees.
Indemnification Scope. Genentech hereby agrees to indemnify, defend and hold harmless each of Syndax, its Affiliates and its and their officers, directors, *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. employees, subcontractors and agents (for purposes of Section 14.1, each, a “Syndax Indemnitee”) from and against Losses incurred in connection with Claims, to the extent such Losses (A) were directly caused by (1) the negligence or willful misconduct of any Genentech Indemnitees; (2) Genentech’s breach of any of its representations, warranties, covenants or obligations under this Agreement; or (3) Genentech’s breach of any Applicable Law pertaining to activities it performs under this Agreement or (B) are attributable to ***.
Indemnification Scope. Syndax hereby agrees to indemnify, defend (if requested by Genentech) and hold harmless each of Genentech, its Affiliates and its and their officers, directors, employees, subcontractors and agents (for purposes of Section 14.1, each, a “Genentech Indemnitee”) from and against Losses incurred in connection with Claims, to the extent such Losses (A) were directly caused by (1) the negligence or willful misconduct of any Syndax Indemnitees; (2) Syndax’s breach of any of its representations, warranties, covenants or obligations under this Agreement; or (3) Syndax’s breach of any Applicable Law pertaining to activities it performs under this Agreement or (B) are attributable to the ***.
Indemnification Scope. Licensee hereby agrees to indemnify, defend and hold harmless each of Ocera and its officers, directors, employees and agents (for purposes of Section 11.1, each, an “Ocera Indemnitee”) from and against Losses resulting directly from Claims to the extent attributable to (A) Licensee’s breach of Section 10.4 or of its representations or warranties under this Agreement or (B) the discovery, development, manufacture, use, handling, storage, sale or other disposition of Compounds or Products by Licensee under this Agreement, including with respect to any Product recall or other regulatory issues. Licensee’s obligations under this Section 11.1(b)(i) shall not apply to the extent that any such Losses are attributable to (A) Ocera’s breach of Section 10.3 or its representations or warranties under this Agreement or (B) the negligence or willful misconduct of any Ocera Indemnitees.
Indemnification Scope. LinkedIn will defend and indemnify Customer, its Affiliates, and their respective directors, officers and Customer Users from and against all third-party claims to the extent resulting from or alleged to have resulted from (a) the Services’ infringement of a third party’s intellectual property right; or (b) LinkedIn’s material breach of the Agreement. Customer will defend and indemnify LinkedIn, its Affiliates, and their respective directors, officers and employees from and against all third-party claims to the extent resulting from or alleged to have resulted from (y) the infringement of a third party’s intellectual property right by any content, data or other information uploaded into LinkedIn’s system or otherwise provided by Customer; or (z) Customer’s material breach of the Agreement.
Indemnification Scope. Buyer’s obligation to indemnify Seller shall run to Seller’s family members, invitees, agents, employees, directors, officers, agents, and partners, and will survive any termination or satisfaction of this Contract. Buyer’s obligations with respect to Buyer’s acts or omissions will include the acts or omissions of any of Buyer’s directors, officers, partners, agents, employees, contractors, tenants, invitees, or permittees.
Indemnification Scope. Curis hereby agrees to indemnify, defend (if requested by Genentech) and hold Genentech and its officers, directors, employees and agents harmless from and against Losses that are attributable to (i) Curis’ breach of its representations, warranties and/or covenants under Article 11; (ii) Curis’ material breach of its obligations under this Agreement; (iii) the discovery, development, manufacture, use, handling, storage, sale or other disposition of Curis Compounds, Agonist Compounds or products for Ex Vivo Applications by Curis, its agents or sublicensees; and/or (iv) the negligence or willful misconduct of Curis and its officers, directors, employees and agents in the course of performing activities under this Agreement, except, in each of the foregoing cases, to the extent that such Losses are attributable to (i) Genentech’s breach of its representations, warranties and/or covenants under Article 11; (ii) Genentech’s material breach of its obligations under this Agreement; and/or (iii) the negligence or willful misconduct of the indemnified Party(ies) in the course of performing activities under this Agreement.
