Common use of Protiva Indemnification Clause in Contracts

Protiva Indemnification. Protiva agrees to indemnify Licensee and its Affiliates, and their respective agents, directors, officers, employees, representatives, successors and permitted assigns (the “Licensee Indemnitees”) against and to hold each of them harmless from any and all losses, costs, damages, fees or expenses (“Losses”) actually incurred or suffered by an Licensee Indemnitee to the extent arising out of or in connection with any claim, suit, demand, investigation or proceeding brought by a Third Party based on any breach of any representation, warranty or covenant by Protiva under this Agreement or Protiva’s gross negligence or willful misconduct. The foregoing indemnification shall not apply to the extent that any Losses are due to (a) a breach of any of Licensee’s representations, warranties, covenants and/or obligations under this Agreement or (b) Licensee’s gross negligence or willful misconduct.

Protiva Indemnification. Protiva agrees to indemnify Licensee Dicerna and its Affiliates, and their respective agents, directors, officers, employees, representatives, successors and permitted assigns (the “Licensee Dicerna Indemnitees”) against and to hold each of them harmless from any and all losses, costs, damages, fees or expenses (“Losses”) actually incurred or suffered by an Licensee a Dicerna Indemnitee to the extent arising out of or in connection with any claim, suit, demand, investigation or proceeding brought by a Third Party based on on: (a) any breach of any representation, warranty or covenant by Protiva under this Agreement Agreement; or (b) Protiva’s ’s, its Affiliates’ or its Permitted Contractors’ gross negligence negligence, willful misconduct or willful misconductviolation of Applicable Law. The foregoing indemnification shall not apply to the extent that any Losses are due to (a) a breach of any of Licensee’s representationsDicerna’s, warranties, covenants and/or obligations under this Agreement its Affiliates’ or (b) Licensee’s its Sublicensees’ gross negligence or willful misconduct.

Protiva Indemnification. Protiva agrees to indemnify Licensee Dicerna and its Affiliates, and their respective agents, directors, officers, employees, representatives, successors and permitted assigns (the “Licensee Dicerna Indemnitees”) against and to hold each of them harmless from any and all losses, costs, damages, fees or expenses (“Losses”) actually incurred or suffered by an Licensee a Dicerna Indemnitee to the extent arising out of or in connection with any claim, suit, demand, investigation or proceeding brought by a Third Party based on on: (a) any breach of any representation, warranty or covenant by Protiva under this Agreement Supply Agreement; (b) Protiva’s, its Affiliates’ or Protiva’s its Permitted Contractors’ gross negligence negligence, willful misconduct or willful misconductviolation of Applicable Law or (c) *****. The foregoing indemnification shall not apply to the extent that any Losses are due to (a) a breach of any of Licensee’s representationsDicerna’s, warranties, covenants and/or obligations under this Agreement its Affiliates’ or (b) Licensee’s its Sublicensees’ gross negligence or willful misconduct, or Dicerna’s breach of Section 12.1(d).

Protiva Indemnification. Protiva agrees to indemnify Licensee and its Affiliates, and their respective agents, directors, officers, employees, representatives, successors and permitted assigns (the “Licensee Indemnitees”) against and to hold each of them harmless from any and all 22 losses, costs, damages, fees or expenses (“Losses”) actually incurred or suffered by an Licensee Indemnitee to the extent arising out of or in connection with any claim, suit, demand, investigation or proceeding brought by a Third Party based on any breach of any representation, warranty or covenant by Protiva under this Agreement or Protiva’s gross negligence or willful misconduct. The foregoing indemnification shall not apply to the extent that any Losses are due to (a) a breach of any of Licensee’s representations, warranties, covenants and/or obligations under this Agreement or (b) Licensee’s gross negligence or willful misconduct.. 7.2