Common use of Licensee Indemnification Clause in Contracts

Licensee Indemnification. Licensee will indemnify, defend and hold harmless UM, its trustees, officers, agents and employees (collectively, the “Indemnified Parties”), from and against any and all liability, loss, damage, action, claim or expense suffered or incurred by the Indemnified Parties which results from or arises out of third party claims in connection with (individually, a “Liability” and collectively, the “Liabilities”): (a) breach by Licensee of any duty, covenant or agreement contained in this Agreement or a lawsuit, action, or claim brought by any third party that includes any allegation which, if proven true, would constitute a breach by Licensee of any duty, covenant or agreement contained in this Agreement; (b) the development, use, manufacture, promotion, sale, distribution or other disposition of any Products by Licensee, its Affiliates, assignees, vendors or other third parties, for personal injury, including death, or property damage arising from any of the foregoing. The indemnification obligation under Article 6.3 shall not apply to any contributory negligence or product liability of the Indemnified Party which may have occurred prior to the execution of this Agreement. Licensee will indemnify and hold harmless the Indemnified Parties from and against any Liabilities resulting from: (i) any product liability or other claim of any kind related to the use by a third party of a Product that was manufactured, sold, distributed or otherwise disposed by Licensee, its Affiliates, assignees, vendors or other third parties; (ii) clinical trials or studies conducted by or on behalf of Licensee relating to any Products, including, without limitation, any claim by or on behalf of a human subject of any such clinical trial or study, any claim arising from the procedures specified in any protocol used in any such clinical trial or study, any claim of deviation, authorized or unauthorized, from the protocols of any such clinical trial or study, any claim resulting from or arising out of the manufacture or quality control by a third party of any substance administered in any clinical trial or study; (iii) Licensee’s failure to comply with all prevailing laws, rules and regulations pertaining to the development, testing, manufacture, marketing and import or export of Products.

Licensee Indemnification. Licensee will indemnify, defend and hold harmless UM, its trustees, officers, agents and employees (collectively, the “"Indemnified Parties”"), from and against any and all liability, loss, damage, action, claim or expense suffered or incurred by the Indemnified Parties which results from or arises out of third party claims in connection with (individually, a “"Liability” " and collectively, the “"Liabilities”"): (a) breach by Licensee of any duty, covenant or agreement contained in this Agreement or a lawsuit, action, or claim brought by any third party that includes any allegation which, if proven true, would constitute a breach by Licensee of any duty, covenant or agreement contained in this Agreement; (b) the development, use, manufacture, promotion, sale, distribution or other disposition of any Products by Licensee, its Affiliates, assignees, vendors or other third parties, for personal injury, including death, or property damage arising from any of the foregoing. The indemnification obligation under Article 6.3 shall not apply to any contributory negligence or product liability of the Indemnified Party which may have occurred prior to the execution of this Agreement. Licensee will indemnify and hold harmless the Indemnified Parties from and against any Liabilities resulting from: (i) any product liability or other claim of any kind related to the use by a third party of a Product that was manufactured, sold, distributed or otherwise disposed by Licensee, its Affiliates, assignees, vendors or other third parties; (ii) clinical trials or studies conducted by or on behalf of Licensee relating to any Products, including, without limitation, any claim by or on behalf of a human subject of any such clinical trial or study, any claim arising from the procedures specified in any protocol used in any such clinical trial or study, any claim of deviation, authorized or unauthorized, from the protocols of any such clinical trial or study, any claim resulting from or arising out of the manufacture or quality control by a third party of any substance administered in any clinical trial or study; (iii) Licensee’s 's failure to comply with all prevailing laws, rules and regulations pertaining to the development, testing, manufacture, marketing and import or export of Products.

Licensee Indemnification. Licensee will shall indemnify, defend and hold harmless UMLicensor and its Subcontractors and Affiliates, and each of its trustees, and their respective officers, agents directors, employees, agents, successors and employees assigns (collectivelyeach, the a “Indemnified PartiesLicensor Indemnitee”), ) from and against any and all liability, loss, damage, action, claim or expense suffered or Losses incurred by the Indemnified Parties which results from or such Licensor Indemnitee in connection with any Action by a third party (other than an Affiliate of a Licensor Indemnitee) that arises out of third party claims in connection with (individually, a “Liability” and collectively, the “Liabilities”):or relates to any: (a) breach Licensee Data, including any Processing of Licensee Data by Licensee or on behalf of any duty, covenant or agreement contained Licensor in this Agreement or a lawsuit, action, or claim brought by any third party that includes any allegation which, if proven true, would constitute a breach by Licensee of any duty, covenant or agreement contained in accordance with this Agreement; (b) securities offering facilitated by the development, use, manufacture, promotion, sale, distribution Licensee or other disposition of any Products by Licensee, its Affiliates, assignees, vendors or other third parties, for personal injuryrepresentatives, including deathany and all data and documentation related to such offering, the due diligence related to such offering, and/or the determination of suitability or property damage arising from any qualification of the foregoing. The indemnification obligation under Article 6.3 shall not apply to any contributory negligence or product liability of the Indemnified Party which may have occurred prior to the execution of this Agreement. Licensee will indemnify and hold harmless the Indemnified Parties from and against any Liabilities resulting from:a prospective investor for an offering, (ic) any product liability other materials or other claim of information (including any kind related to the use by a third party of a Product that was manufactureddocuments, solddata, distributed specifications, software, content or otherwise disposed by Licensee, its Affiliates, assignees, vendors or other third parties; (iitechnology) clinical trials or studies conducted provided by or on behalf of Licensee relating to or any ProductsAuthorized User, including, without limitation, including Licensor's compliance with any claim specifications or directions provided by or on behalf of a human subject Licensee or any Authorized User to the extent prepared without any contribution by Licensor; (d) brokerage services or investment advice; recommendations regarding any particular investment, security or course of action; offers to invest or to provide financial analysis or management services; or similar advice, offers or guidance to Authorized Users, which shall remain the sole responsibility of Licensee; (e) allegation of facts that, if true, would constitute Licensee's breach of any such clinical trial of its representations, warranties, covenants or studyobligations under this Agreement; or (f) negligence or more culpable act or omission (including recklessness or willful misconduct) by Licensee, any claim arising from the procedures specified Authorized User, or any third party on behalf of Licensee or any Authorized User, in any protocol used in any such clinical trial or study, connection with this Agreement. (g) any claim of deviation, authorized or unauthorized, from the protocols of any such clinical trial or study, any claim resulting from related to or arising out of the manufacture or quality control a financial transaction brought by a any third party based on the use of any substance administered in any clinical trial or studythe Software; (iii) Licensee’s failure to comply with all prevailing laws, rules and regulations pertaining to the development, testing, manufacture, marketing and import or export of Products.

Licensee Indemnification. Licensee will indemnify, defend and hold harmless UM, its trustees, officers, agents and employees (collectively, the “Indemnified Parties”), from and against any and all liability, loss, damage, action, claim or expense suffered or incurred by the Indemnified Parties which results from or arises out of third party claims in connection with (individually, a “Liability” and collectively, the “Liabilities”): (a) breach by Licensee of any duty, covenant or agreement contained in this Agreement or a lawsuit, action, or claim brought by any third party that includes any allegation which, if proven true, would constitute a breach by Licensee of any duty, covenant or agreement contained in this Agreement; (b) the development, use, manufacture, promotion, sale, distribution or other disposition of any Products by Licensee, its Affiliates, assignees, vendors or other third parties, for personal injury, including death, or property damage arising from any of the foregoing. The indemnification obligation under Article 6.3 shall not apply to any contributory negligence or product liability of the Indemnified Party which may have occurred prior to the execution of this Agreement. Licensee will indemnify and hold harmless the Indemnified Parties from and against any Liabilities resulting from: (i) : any product liability or other claim of any kind related to the use by a third party of a Product that was manufactured, sold, distributed or otherwise disposed by Licensee, its Affiliates, assignees, vendors or other third parties; (ii) ; clinical trials or studies conducted by or on behalf of Licensee relating to any Products, including, without limitation, any claim by or on behalf of a human subject of any such clinical trial or study, any claim arising from the procedures specified in any protocol used in any such clinical trial or study, any claim of deviation, authorized or unauthorized, from the protocols of any such clinical trial or study, any claim resulting from or arising out of the manufacture or quality control by a third party of any substance administered in any clinical trial or study; (iii) ; Licensee’s failure to comply with all prevailing laws, rules and regulations pertaining to the development, testing, manufacture, marketing and import or export of Products.

Licensee Indemnification. Licensee will indemnify, LICENSEE shall defend and hold harmless UM, its trustees, officers, agents indemnify and employees (collectively, the “Indemnified Parties”), from and against any and all liability, loss, damage, action, claim or expense suffered or incurred by the Indemnified Parties which results from or arises out of third party claims in connection with (individually, a “Liability” and collectively, the “Liabilities”): (a) breach by Licensee of any duty, covenant or agreement contained in this Agreement or a lawsuit, action, or claim brought by any third party that includes any allegation which, if proven true, would constitute a breach by Licensee of any duty, covenant or agreement contained in this Agreement; (b) the development, use, manufacture, promotion, sale, distribution or other disposition of any Products by LicenseeLICENSOR, its Affiliates, assigneesdirectors, vendors officers, employees, agents and other representatives (“LICENSOR Indemnitees”) and keep them harmless from and against (I) all Claims and Losses based on LICENSEE’s, its Affiliates’, agents’, employees’, Sublicensees’, or other third partiesrepresentatives’: (a) negligence, for personal injurywilful or criminal misconduct, including death, or property damage arising from any of the foregoing. The indemnification obligation under Article 6.3 shall not apply to any contributory negligence or product liability of the Indemnified Party which may have occurred prior to the execution breach of this Agreement. Licensee will indemnify and hold harmless the Indemnified Parties from and against , or failure to comply with any Liabilities resulting from: Applicable Laws or (ib) Development, manufacture, use, sale, distribution, offering for sale, importation, exportation, or Commercialization of Products (which shall include but not be limited to any liability based on product liability or other claim any personal injury or death resulting from the administration of any kind Product to any human subject or patient) or (c) any claim related to LICENSEE-Added IP (without prejudice to the use indemnification by a third party of a Product that was manufacturedLICENSOR under Section 9.3(d)(i), sold, distributed or otherwise disposed by Licensee, its Affiliates, assignees, vendors or other third parties; (iifor an Indemnified Third Party IP Claim) clinical trials or studies conducted by or on behalf of Licensee relating to any ProductsThird Party that the manufacture, includinguse, without limitationsale, any claim offering for sale, import, export, Development, or Commercialization, by or on behalf of LICENSEE, any Affiliate thereof, or any Sublicensee, of the Active Ingredient or any Product infringes a human subject Third Party’s intellectual property rights or constitutes misappropriation of such Third Party’s trade secrets and (II) all Claims, Losses, and other damages, liabilities, expenses, costs and/or losses (including those associated with any recall or withdrawal of Product) directly or indirectly resulting from ALZA’s, its Affiliates’, or any of ALZA’s or its Affiliates’ contractors’ sale or distribution during the LICENSOR Distribution Period on behalf of LICENSOR (and not LICENSEE) of any such clinical trial or study, any claim arising from the procedures specified finished Existing Products in any protocol used Group A Market Country that do not meet the specifications established in any such clinical trial or studythe applicable Product Registration(s) for the design, any claim of deviation, authorized or unauthorized, from the protocols of any such clinical trial or study, any claim resulting from or arising out of the manufacture or quality control by a third party of any substance administered in any clinical trial or study; (iii) Licensee’s failure to comply with all prevailing laws, rules and regulations pertaining to the development, testingcomposition, manufacture, marketing packaging, and/or quality control of such Existing Products as of the Effective Date (as such specifications may be later amended by LICENSOR and import ALZA (or export an Affiliate thereof) in accordance with Applicable Laws), to the extent all such Claims, Losses, and other damages, liabilities, expenses, costs and/or losses exceed USD$[*] in the aggregate; except to the extent, however, that such liabilities, damages, claims, costs or expenses were caused by the recklessness, willful or criminal wrongdoing, negligence, or breach of Productsthis Agreement by a LICENSOR Indemnitee.

Licensee Indemnification. Licensee will shall indemnify, defend and hold harmless UMLessee, its trustees, officers, directors, employees, and agents and employees (collectively, the “Indemnified Parties”), harmless from and against any all demands, claims, actions, losses, damages, liabilities, costs and all liability, loss, damage, action, claim or expense suffered or incurred by the Indemnified Parties which results from or arises out of third party claims in connection with (individually, a “Liability” and collectively, the “Liabilities”): (a) breach by Licensee of any duty, covenant or agreement contained in this Agreement or a lawsuit, action, or claim brought by any third party that includes any allegation which, if proven true, would constitute a breach by Licensee of any duty, covenant or agreement contained in this Agreement; (b) the development, use, manufacture, promotion, sale, distribution or other disposition of any Products by Licensee, its Affiliates, assignees, vendors or other third parties, for personal injury, including death, or property damage arising from any of the foregoing. The indemnification obligation under Article 6.3 shall not apply to any contributory negligence or product liability of the Indemnified Party which may have occurred prior to the execution of this Agreement. Licensee will indemnify and hold harmless the Indemnified Parties from and against any Liabilities resulting from: (i) any product liability or other claim of any kind related to the use by a third party of a Product that was manufactured, sold, distributed or otherwise disposed by Licensee, its Affiliates, assignees, vendors or other third parties; (ii) clinical trials or studies conducted by or on behalf of Licensee relating to any Productsexpenses, including, without limitation, reasonable attorneys' fees and expenses, asserted against, imposed upon or incurred by Lessee resulting from: (i) any claim by or on behalf of a human subject material breach of any such clinical trial covenant, agreement, representation or studywarranty of Licensee contained in, or made pursuant to, this Agreement; (ii) any claim claims brought against Lessee, or its affiliates or subsidiaries, by customers, employees, or agents of Licensee, or any other person or entity, arising from the procedures specified in any protocol used in any dealings between Licensee and such clinical trial entities or studypersons, any claim of deviation, authorized or unauthorized, from the protocols of any such clinical trial otherwise relating to Licensee (that are not related to Lessee's obligations under this Agreement) or study, any claim resulting from or arising out of the manufacture or quality control by a third party of any substance administered in any clinical trial or study; Licensee's business; and (iii) any and all costs and expenses incident to any of the Lessee Indemnification: Lessee shall indemnify, defend and hold Licensee’s failure , its officers, directors, employees, and agents harmless from and against all demands, claims, actions, losses, damages, liabilities, costs and expenses, including, without limitation, reasonable attorneys' fees and expenses, asserted against, imposed upon or incurred by Licensee, resulting from: (i) any material breach of any covenant, agreement, representation or warranty of Lessee contained in, or made pursuant to, this Agreement; (ii) any claims brought against Licensee by customers, employees, or agents of Lessee, or any other person or entity, arising from dealings between Lessee and such entities (that are not related to comply with all prevailing laws, rules and regulations pertaining Licensee's obligations under this Agreement) or otherwise relating to the development, testing, manufacture, marketing use or operation of the Channels by Lessee or Lessee's communications system; and import (iii) any and all costs and expenses incident to any of the foregoing or export incurred in investigating or attempting to avoid the same or to oppose the imposition thereof. Lessee's obligations under this Paragraph shall survive the Term for a period of Productsthree (3) years.

Licensee Indemnification. (a) The Licensee will indemnifyshall indemnify BioMedica and its Affiliates, defend and hold harmless UM, its trustees, their respective officers, directors, employees, contractors and agents and employees (collectively, the “Indemnified PartiesBioMedica Indemnitees”), from and against any and all liabilitylosses, lossliabilities, damagedamages, action, claim or expense reasonable legal costs and other reasonable expenses of any nature whatsoever suffered or incurred by the Indemnified Parties which results from or arises out of third party claims in connection with any Third Party demands, claims, actions, or proceedings (individuallyeach, a “Liability” and collectively, the “LiabilitiesClaim”): ) against a BioMedica Indemnitee arising out of (a) breach by Licensee of any duty, covenant or agreement contained in this Agreement or a lawsuit, action, or claim brought by any third party that includes any allegation which, if proven true, would constitute a breach by Licensee of any duty, covenant or agreement contained in this Agreement; (bi) the research, development, use, manufacture, promotionoffer for sale, sale, distribution import or other disposition export of any Products by Licensee, its Affiliates, assignees, vendors or other third parties, for personal injury, including death, or property damage arising from any of the foregoing. The indemnification obligation under Article 6.3 shall not apply to any contributory negligence or product liability of the Indemnified Party which may have occurred prior to the execution of this Agreement. Licensee will indemnify and hold harmless the Indemnified Parties from and against any Liabilities resulting from: (i) any product liability or other claim of any kind related to the use by a third party of a Product that was manufactured, sold, distributed or otherwise disposed by Licensee, its Affiliates, assignees, vendors or other third parties; (ii) clinical trials or studies conducted by or on behalf of the Licensee relating or its Affiliates or any Sublicensees (except to the extent that such Claim arises out of a breach by BioMedica of Clause 7.2(c) (Existing Inventory) or the supply by BioMedica of defective product in breach of any Productsclinical or commercial supply agreement, including, without limitation, any claim with such concepts being defined and interpreted in accordance with such supply agreement) other than the Manufacture of Product by or on behalf of a human subject BioMedica; (ii) the negligence or wilful misconduct on the part of the Licensee Indemnitees; or (iii) implementation by BioMedica of any such clinical trial written instructions or study, any claim arising from directions of the procedures specified Licensee in any protocol used in any such clinical trial or study, any claim of deviation, authorized or unauthorized, from connection with the protocols Ongoing Clinical Trials; (iv) the breach by the Licensee of any warranty or covenant made by the Licensee in this Agreement; except in each case except to the extent that such clinical trial or study, any claim resulting from or arising Claim arises out of the manufacture negligence of, wilful misconduct of, or quality control breach of this Agreement by the BioMedica Indemnitees. (b) The Licensee shall indemnify the BioMedica Indemnitees for all costs incurred by the BioMedica Indemnitees in connection with provision, after the Effective Date, of clinical intervention or compensation to patients in the Ongoing Clinical Trials who may suffer injury or death or personal injury in connection with such Ongoing Clinical Trials after responsibility for such Ongoing Clinical Trials has been transferred to Licensee pursuant to Clause 4.1 (Transfer of Know-How and Ongoing Clinical Trials), except to the extent that such intervention or compensation is rendered necessary due to the negligence or wilful misconduct on the part of a BioMedica Indemnitee or failure by a third party BioMedica Indemnitee to perform the Ongoing Clinical trials in accordance with a specific written instruction of any substance administered in any clinical trial or study; (iii) the Licensee’s failure to comply with all prevailing laws, rules and regulations pertaining to the development, testing, manufacture, marketing and import or export of Products.

Licensee Indemnification. Licensee will The parties acknowledge that Aligos, either itself or through the actions of its Affiliates and/or Sublicensees, shall be fully responsible for the quality, safety and operability of all Licensed Products, and shall have sole control over, and responsibility for, the development, design, testing, promotion, marketing, sales, and other activities directed to the commercialization of Licensed Products. Aligos agrees to indemnify, defend and hold harmless UMand defend Emory, its officers, trustees, officersInventors, agents personnel, agents, employees, students, and employees each of their respective successors and assigns (collectively, the “Indemnified PartiesIndemnitees”), from and except in the case of such party’s negligence, against any and all liabilityclaims, demands, loss, damageliability, actionexpense, claim damages, and actions (including investigative costs, court costs, and attorneys’ fees) Indemnitees may suffer, pay or expense suffered or incurred by the Indemnified Parties which incur as a results from or arises out of third party claims in connection with (individuallyclaims, a “Liability” and collectively, the “Liabilities”): (a) breach by Licensee of any duty, covenant or agreement contained in this Agreement or a lawsuit, actiondemands, or claim brought actions by any third party that includes any allegation whichparties arising, if proven truein whole or in part, would constitute a breach by Licensee of any duty, covenant or agreement contained in this Agreement; (b) the development, use, manufacture, promotion, sale, distribution or other disposition of any Products by Licensee, its Affiliates, assignees, vendors or other third parties, for personal injury, including death, or property damage arising from any of the foregoing. The indemnification obligation under Article 6.3 shall not apply to any contributory negligence or product liability of the Indemnified Party which may have occurred prior to the execution of this Agreement. Licensee will indemnify and hold harmless Agreement or from the Indemnified Parties from and against exercise of any Liabilities resulting from: (i) rights licensed hereunder or manufacture, testing, design, use Sale, or labeling of any product liability Licensed Product by Aligos, its parents, assigns, successors, Affiliates, Sublicensees, customers, contractors, agents, or other claim of any kind related to the use by a third party of a Product that was manufacturedtransferees, sold, distributed or otherwise disposed by Licensee, its Affiliates, assignees, vendors or other third parties; (ii) clinical trials or studies conducted by or on behalf of Licensee relating to any Products, including, including without limitation, against any claim by damages, losses or on behalf liabilities whatsoever for death, injury to person or damage to property. Aligos agrees to provide attorneys reasonably acceptable to Emory to defend against such a claim, and Emory shall cooperate with Aligos in defense of a human subject such claim. Aligos acknowledges that the technology embodied in the rights licensed hereunder is experimental and agrees to take all reasonable precautions to prevent death, personal injury, illness and property damage. Aligos shall promptly notify Emory of all claims involving the Indemnitees and shall advise Emory of the amounts that might be needed to defend and pay any such claims. Emory shall promptly notify Aligos of all claims brought to its attention relating to Aligos’s indemnity obligations under this Agreement. Aligos shall not settle any such claims, demands or actions under this Section, without the express, prior written consent of Emory, which consent shall not be unreasonably withheld or delayed. Without limiting Aligos’s indemnity obligations as stated herein, Aligos shall obtain and maintain product liability and general liability insurance upon the obligation to carry insurance commencing pursuant to Section 10.3, below, which is sufficient to meaningfully protect Emory as required by this article, and shall require each of its authorized Affiliates and Sublicensees to have such insurance. Aligos shall provide to Emory prior to its first clinical trial or study, any claim arising from the procedures specified in any protocol used in any such clinical trial or study, any claim of deviation, authorized or unauthorized, from the protocols commercial Sale of any such clinical trial or studyLicensed Product, any claim resulting from or arising out certificates of insurance evidencing the coverages required herein and including Emory as an additional insured. Evidence of the manufacture or quality control by a third party existence and sufficiency of any substance administered in any clinical trial or study; (iii) Licensee’s failure such insurance shall be provided to comply with all prevailing laws, rules and regulations pertaining to the development, testing, manufacture, marketing and import or export of ProductsEmory on [****] basis thereafter.

Licensee Indemnification. Licensee will indemnify, defend and hold harmless UM, its trustees, officers, agents and employees (collectively, the “"Indemnified Parties”"), from and against any and all liability, loss, damage, action, claim or expense suffered or incurred by the Indemnified Parties which results from or arises out of third party claims in connection with (individually, a “"Liability” " and collectively, the “"Liabilities”"): (a) breach by Licensee of any ofany duty, covenant or agreement contained in this Agreement or a lawsuit, action, or claim brought by any third party that includes any allegation which, if proven true, would constitute a breach by Licensee of any duty, covenant or agreement contained in this Agreement; (b) the development, use, manufacture, promotion, sale, distribution or other disposition of any Products by Licensee, its Affiliates, assignees, vendors or other third parties, for personal injury, including death, or property damage arising from any of the foregoing. The indemnification obligation under Article 6.3 shall not apply to any contributory negligence or product liability of the Indemnified Party which may have occurred prior to the execution of this Agreement. Licensee will indemnify and hold harmless the Indemnified Parties from and against any Liabilities resulting from: (i) any product liability or other claim of any kind related to the use by a third party of a Product that was manufactured, sold, distributed or otherwise disposed by Licensee, its Affiliates, assignees, vendors or other third parties; (ii) clinical trials or studies conducted by or on behalf of Licensee relating to any Products, including, without limitation, any claim by or on behalf of a human subject of any such clinical trial or study, any claim arising from the procedures specified in any protocol used in any such clinical trial or study, any claim of deviation, authorized or unauthorized, from the protocols of any such clinical trial or study, any claim resulting from or arising out of the manufacture or quality control by a third party of any substance administered in any clinical trial or study; (iii) Licensee’s 's failure to comply with all prevailing laws, rules and regulations pertaining to the development, testing, manufacture, marketing and import or export of Products.