Common use of Indemnification by BioNTech Clause in Contracts

Indemnification by BioNTech. BioNTech will indemnify, defend and hold harmless Pfizer, its Affiliates, Sublicensees, contractors, distributors and each of its and their respective employees, officers, directors and agents (each, a “Pfizer Indemnified Party”) from and against any and all Liabilities that the Pfizer Indemnified Party may be required to pay to one or more Third Parties resulting from or arising out of (a) use of the BioNTech Technology [***], BioNTech Materials, and/or BioNTech Know-How disclosed by or on behalf of BioNTech in accordance with the rights licensed under this Agreement, (b) the Candidates or Products in accordance with the rights licensed under this Agreement, save to the extent the Liabilities are in respect of (i) the exploitation of Pfizer Technology infringing a Third Party Patent Right or (ii) [***]; (c) use of the BioNTech name or logo in accordance with the rights licensed under this Agreement, (d) rights or obligations under the GEIA relating to inventions made by employees of BioNTech or its Affiliates or Third Party Licensors in relation to BioNTech Technology or Research and Development Program Technology used in any Candidate or Product; or (e) the material breach by BioNTech or any of its Representatives of any of its representations, warranties or covenants set forth in Section 9, Section 12.1, Section 12.2, Section 12.3, or Section 12.5 except to the extent caused by the negligence, recklessness or intentional acts of Pfizer or any Pfizer Indemnified Party.

Indemnification by BioNTech. BioNTech will defend, indemnify and hold harmless OncoC4, its Affiliates and their respective directors, officers, employees and agents (each, a “OncoC4 Indemnified Party”) from, against and in respect of any and all Losses incurred or suffered by any OncoC4 Indemnified Party to the extent resulting from Third Party Actions arising out of: (a) any breach by BioNTech or its Affiliates or Sublicensees under this Agreement; (b) the negligence or intentional misconduct of BioNTech or any of its Affiliates, Sublicensees, or contractors, or any of their respective directors, officers, employees and agents, in performing BioNTech’s obligations or exercising BioNTech’s rights under this Agreement, or (c) BioNTech’s or its Affiliates’ or Sublicensees’ Exploitation (other than as part of the Joint Development Program) of the Licensed Compound or Licensed Products in the Field in the Territory; provided, however, that BioNTech’s obligations pursuant to this Section 11.2 will not apply to the extent such Losses result from any events or activities described in Section 11.1 for which OncoC4 has an obligation to indemnify any BioNTech Indemnified Party. In addition, BioNTech will indemnify, defend and hold harmless Pfizer, its Affiliates, Sublicensees, contractors, distributors and each of its and their respective employees, officers, directors and agents (each, a “Pfizer OncoC4 Indemnified Party”) from and against any and all Liabilities that the Pfizer Indemnified Party may be required to pay to one or more Third Parties resulting from or arising out of (a) use of the BioNTech Technology for [***], BioNTech Materials, and/or BioNTech Know-How disclosed by or on behalf ] of BioNTech in accordance with the rights licensed under this Agreement, (b) the Candidates or Products in accordance with the rights licensed under this Agreement, save to the extent the Liabilities are in respect their Losses arising out of (i) the exploitation of Pfizer Technology infringing a Third Party Patent Right or (ii) [***]; (c) use Actions resulting from the Joint Development Program, but excluding those Third Party Actions arising out of the BioNTech name or logo in accordance with the rights licensed under this Agreement, (d) rights or obligations under the GEIA relating to inventions made by employees of BioNTech or its Affiliates or Third Party Licensors in relation to BioNTech Technology or Research and Development Program Technology used in any Candidate or Product; or (e) the material breach by BioNTech or any of its Representatives of any of its representations, warranties or covenants causes set forth in Section 911.1(a) or (b) or Section 11.2(a), Section 12.1, Section 12.2, Section 12.3(b), or Section 12.5 except to the extent caused by the negligence, recklessness or intentional acts of Pfizer or any Pfizer Indemnified Party(c).

Indemnification by BioNTech. BioNTech will indemnify, defend and hold harmless Pfizer, its Affiliates, Sublicensees, contractors, distributors and each of its and their respective employees, officers, directors and agents (each, a “Pfizer Indemnified Party”) from and against any and all Liabilities that the Pfizer Indemnified Party may be required to pay to one or more Third Parties resulting from or arising out of (a) use of the BioNTech Technology [***], BioNTech Materials, and/or BioNTech Know-How disclosed by or on behalf of BioNTech in accordance with the rights licensed under this AgreementAgreement infringing a Third Party Patent Right or misappropriating a Third Party trade secret, (b) the Candidates or Products in accordance with the rights licensed under this Agreement, save to the extent the Liabilities are in respect of (i) the exploitation of Pfizer Technology Technology, Pfizer Materials, and/or Pfizer Know-How in accordance with the rights licensed under this Agreement infringing a Third Party Patent Right or misappropriating a Third Party trade secret or (ii) [***]; (c) use of the BioNTech name or logo House Marks in accordance with the rights licensed under this Agreement, (d) rights or obligations under the GEIA relating to inventions made by employees of BioNTech or its Affiliates or Third Party Licensors in relation to BioNTech Technology or Research and Development Program Technology used in any Candidate or Product; or (e) the material breach by BioNTech or any of its Representatives of any of its representations, warranties or covenants set forth in Section 98, Section 12.113.1, Section 12.213.2, Section 12.313.3, or Section 12.5 except 13.5; except, in each case, to the extent caused by the negligence, recklessness or intentional acts misconduct of Pfizer or any Pfizer Indemnified PartyParty or to the extent Pfizer indemnifies BioNTech under this Agreement.