Common use of Indemnification by Licensor Clause in Contracts

Indemnification by Licensor. Licensor shall defend, indemnify, and hold Licensee and its Affiliates and their respective officers, directors, employees, and agents (“Licensee Indemnitees”) harmless from and against all third party claims, suits, proceedings, damages, expenses (including court costs and reasonable attorneys’ fees and expenses) and recoveries (“Claims”) to the extent such Claims arise out of, are based on, or results from: (a) any negligence or willful misconduct in performing any of Licensor’s obligation under this Agreement, its Affiliates, or their officers, directors, employees or agents; and (b) any breach of any of Licensor’s covenants, obligations, representations or warranties under this Agreement or the License Agreement. The foregoing indemnity obligations shall not apply to the extent that (i) the Licensee Indemnitees fail to comply with the indemnification procedure set forth in Section 7.3 and Licensor’s defense of the relevant Claims is prejudiced by such failure; or (ii) any Claim is based on or results from any activities set forth in Section 7.2(a), (b), and (c) for which Licensee is obligated to indemnify the Licensor Indemnitees under Section 7.2.

Indemnification by Licensor. Licensor shall hereby agrees to defend, indemnify, hold harmless and hold indemnify Licensee and its Affiliates and their respective officersagents, directors, employees, officers and agents employees (the “Licensee Indemnitees”) harmless from and against any and all third party claims, suits, proceedings, damagesliabilities, expenses (and/or losses, including court costs without limitation reasonable legal expenses and reasonable attorneys’ fees and expenses) and recoveries (collectively “ClaimsLosses”) to the extent such Claims arise in each case resulting from Third Party suits, claims, actions and demands (each, a “Third Party Claim”) arising directly or indirectly out of, are based on, or results from: of (a) any negligence or willful misconduct in performing any of Licensor’s obligation under this Agreement, its Affiliates, or their officers, directors, employees or agents; and (b) any a breach of any of Licensor’s covenants, obligations, representations or warranties obligations under this Agreement Agreement, or (b) the License Agreementnegligence or willful misconduct of any Licensor Indemnitee. The foregoing indemnity obligations Licensor’s obligation to indemnify the Licensee Indemnitees pursuant to this Section 7.1 shall not apply to the extent that (i) the Licensee Indemnitees fail to comply with the indemnification procedure set forth in Section 7.3 and Licensor’s defense of the relevant Claims is prejudiced by any such failure; or (ii) any Claim is based on or results Losses arise from any activities set forth in Section 7.2(a), (b) or (c), and (c) for which Licensee is obligated to indemnify the Licensor Indemnitees under Section 7.2.

Indemnification by Licensor. Without prejudice to other rights of the Licensee under this Agreement, Licensor shall defend, indemnify, and hold Licensee and its Affiliates and their respective officers, directors, employees, and agents (the “Licensee Indemnitees”) harmless from and against any and all third party claims, suits, proceedingslosses, damages, liabilities, costs and expenses (including court costs and reasonable attorneys’ fees and expenses) and recoveries (collectively, “ClaimsLosses”) to the extent such Claims arise arising out of, are based on, of or results from: occurring as a result of or in connection with (a) the breach by Licensor or its Affiliates, or where applicable, its or their respective representatives of any negligence representations, warranties, undertakings or willful misconduct in performing any of Licensor’s obligation obligations pursuant to or under this Agreement, or (b) the willful misconduct, gross negligence or violations of Applicable Laws of Licensor, its Affiliates, or their the officers, directors, employees employees, or agents; and (b) any breach agents of any of Licensor’s covenants, obligations, representations Licensor or warranties under this Agreement or the License Agreementits Affiliates. The foregoing indemnity obligations obligation shall not apply to the extent that (i) the Licensee Indemnitees fail to comply with the indemnification procedure set forth in Section 7.3 and Licensor’s defense of the relevant Claims is prejudiced by such failure; those Losses arise from, are based on, or (ii) any Claim is based on or results result from any activities set forth in Section 7.2(a), (b), and (c) activity or occurrence for which Licensee is obligated to indemnify the Licensor Indemnitees under Section 7.2Article 11.2.

Indemnification by Licensor. Licensor shall defend, indemnify, indemnify and hold Licensee and harmless Company, its Affiliates and their respective officersAffiliates, directors, employees, employees and agents (the “Licensee Company Indemnitees”) harmless from and against any and all third party claimsliability, suitsdamage, proceedingsloss, damages, expenses cost or expense (including court costs and reasonable attorneys’ attorney’s fees and expensesexpenses of litigation) and recoveries (each, a “ClaimsClaim”) arising or resulting from any claims made or suits brought by Third Parties to the extent such Claims arise out ofor result from (i) the breach of any of the obligations, are based oncovenants, warranties, or results from: representations made by Licensor to Company under this Agreement; (aii) any actions by or on behalf of Licensor, its Affiliates, and their respective employees, agents and subcontractors, in connection with the Development, manufacture or Commercialization of the Products prior to the Effective Date; or (iii) the negligence or willful misconduct of Licensor or any of its Affiliates in performing any connection with the performance of Licensor’s obligation obligations or exercise of Licensor’s rights under this Agreement; for each (i)-(iii) provided, its Affiliateshowever, or their officers, directors, employees or agents; and (b) any breach of any of Licensor’s covenants, obligations, representations or warranties under this Agreement or the License Agreement. The foregoing indemnity obligations that Licensor shall not apply be obliged to so indemnify, defend and hold harmless the Company Indemnitees for any Claims for which Company has an obligation to indemnify Licensor Indemnitees pursuant to Section 9.2 or to the extent that (i) such Claims arise from the Licensee Indemnitees fail to comply with breach, negligence or willful misconduct of Company or the indemnification procedure set forth in Section 7.3 and Licensor’s defense of the relevant Claims is prejudiced by such failure; or (ii) any Claim is based on or results from any activities set forth in Section 7.2(a), (b), and (c) for which Licensee is obligated to indemnify the Licensor Indemnitees under Section 7.2Company Indemnitee.