Common use of WARNER Clause in Contracts

WARNER. Warner agrees to indemnify and hold harmless GenVec and its Affiliates and Sublicensees and their respective employees, agents, officers, directors and permitted assigns (each a "GenVec Indemnitee") from and against any claims by a Third Party resulting in any liabilities, damages, settlements, claims, actions, suits, penalties, fines, costs or expenses incurred (including, without limitation, reasonable attorneys' fees and other expenses of litigation) (any of the foregoing, a "Claim") arising out of or resulting from (i) negligence or willful misconduct by Warner, (ii) a breach of any of the representations or warranties of Warner hereunder, or (iii) the research and development or manufacture, use, promotion, marketing, sale or other distribution of any Product Configuration, Development Candidate and/or Collaboration Product by Warner or its Affiliates or Sublicensees, except, in each case, to the extent that such Claim arises out of or results from the negligence or misconduct of a GenVec Indemnitee.

WARNER. Warner agrees to indemnify and hold harmless GenVec and its ------ Affiliates and Sublicensees and their respective employees, agents, officers, directors and permitted assigns (each a "GenVec Indemnitee") from and against any claims by a Third Party resulting in any liabilities, damages, settlements, claims, actions, suits, penalties, fines, costs or expenses incurred (including, without limitation, reasonable attorneys' fees and other expenses of litigation) (any of the foregoing, a "Claim") arising out of or resulting from (i) negligence or willful misconduct by Warner, (ii) a breach of any of the representations or warranties of Warner hereunder, or (iii) the research and development or manufacture, use, promotion, marketing, sale or other distribution of any Product Configuration, Development Candidate and/or Collaboration Product by Warner or its Affiliates or Sublicensees, except, in each case, to the extent that such Claim arises out of or results from the negligence or misconduct of a GenVec Indemnitee.