Common use of Indemnification and Defense Clause in Contracts

Indemnification and Defense. TGTX shall indemnify, defend and hold harmless (i) DFCI and its trustees officers, medical and professional staff, employees, and agents and their respective successors, heirs and assigns and (ii) CTI and its directors, officers, employees, agents and contractors (the "CTI Indemnitees"), against any liability, damage, loss or expense (including reasonable attorneys' fees and expenses of litigation) incurred by or imposed upon the CTI Indemnitees, or any one of them, in connection with any claims, suits, actions, demands or judgments arising out any theory of product liability ( including but not limited to action in the form of tort, warranty, strict liability) concerning any product, process or service relating to, or developed by TGTX, its Affiliates or Sublicensees pursuant to (a) any right or license granted under this Agreement or (b) arising out of any other activities to be carried out by TGTX pursuant to this agreement. TGTX's indemnification under Section 9.1 does not apply to any liability, damage, loss or expense to the extent that it is attributable to (x) the grossly negligent activities of the CTI Indemnitees, or (y) the intentional wrongdoing or intentional misconduct of the CTI Indemnitees TGTX shall, at its own expense, provide attorneys reasonably acceptable to CTI to defend against any actions brought or filed against any party indemnified hereunder with respect to the subject of indemnity contained herein, whether or not such actions are rightfully brought.

Indemnification and Defense. TGTX shall indemnifyEach party (Indemnitors) will indemnify and defend the other party and its officers, defend directors, employees, agents, successors and hold harmless assigns (Indemnitees) to the extent allowed by law from and against all claims, liabilities, damages and losses including without limitation attorneys’ fees and costs arising out of or resulting from any claim brought or made by any third party against any Indemnitees and arising from: (i) DFCI and its trustees officers, medical and professional staff, employees, and agents and their respective successors, heirs and assigns and any alleged or actual violation or infringement by Indemnitor of any copyright or other intellectual property of a third party in connection with this Agreement; (ii) CTI and its directors, officers, employees, agents and contractors (death or injury to the "CTI Indemnitees"), against any liability, damage, loss extent caused by the negligence or expense (including reasonable attorneys' fees and expenses willful misconduct of litigation) incurred by or imposed upon the CTI IndemniteesIndemnitor, or any one of themIndemnitor’s agents, in connection with any claims, suits, actions, demands employees or judgments arising out any theory of product liability ( including but not limited to action in the form of tort, warranty, strict liabilitycontractors; (iii) concerning any product, process or service relating damage to, or developed by TGTX, its Affiliates or Sublicensees pursuant to (a) any right or license granted under this Agreement or (b) arising out of any other activities to be carried out by TGTX pursuant to this agreement. TGTX's indemnification under Section 9.1 does not apply to any liability, damage, loss or expense destruction of, any real or tangible personal property to the extent that it is attributable to (x) caused by the grossly negligent activities of the CTI Indemnitees, negligence or (y) the intentional wrongdoing or intentional willful misconduct of the CTI Indemnitees TGTX shallIndemnitor, its affiliates, or any of Indemnitor’s or its affiliates’ agents, employees or contactors; (iv) any violation of applicable law by the Indemnitor after the Effective Date; or (vi) any breach by the Indemnitor of any of its representations and warranties under the Agreement. In claiming any indemnification under this provision, the Indemnitee shall promptly provide the Indemnitor with written notice of any claim that the Indemnitee believes falls within the scope of this provision. The Indemnitee may, at its own expenseexpense assist in the defense if it so chooses, provide attorneys reasonably acceptable to CTI to defend against any actions brought or filed against any party indemnified hereunder with respect provided that: (1) the Indemnitor shall control such defense and all negotiations relative to the subject settlement of indemnity contained hereinany claim; and (2) any settlement intended to bind the Indemnitee shall not be final without the Indemnitee’s written consent, whether or which shall not such actions are rightfully broughtbe unreasonably withheld.

Indemnification and Defense. TGTX shall indemnifyEach party (Indemnitors) will indemnify and defend the other party and its officers, defend directors, employees, agents, successors and hold harmless assigns (Indemnitees) from and against all claims, liabilities, damages and losses including without limitation attorneys’ fees and costs arising out of or resulting from any claim brought or made by any third party against any Indemnitees and arising from: (i) DFCI and its trustees officers, medical and professional staff, employees, and agents and their respective successors, heirs and assigns and any alleged or actual violation or infringement by Indemnitor of any copyright or other intellectual property of a third party in connection with this Agreement; (ii) CTI and its directors, officers, employees, agents and contractors (death or injury to the "CTI Indemnitees"), against any liability, damage, loss extent caused by the negligence or expense (including reasonable attorneys' fees and expenses willful misconduct of litigation) incurred by or imposed upon the CTI IndemniteesIndemnitor, or any one of themIndemnitor’s agents, in connection with any claims, suits, actions, demands employees or judgments arising out any theory of product liability ( including but not limited to action in the form of tort, warranty, strict liabilitycontractors; (iii) concerning any product, process or service relating damage to, or developed by TGTX, its Affiliates or Sublicensees pursuant to (a) any right or license granted under this Agreement or (b) arising out of any other activities to be carried out by TGTX pursuant to this agreement. TGTX's indemnification under Section 9.1 does not apply to any liability, damage, loss or expense destruction of, any real or tangible personal property to the extent that it is attributable to (x) caused by the grossly negligent activities of the CTI Indemnitees, negligence or (y) the intentional wrongdoing or intentional willful misconduct of the CTI Indemnitees TGTX shallIndemnitor, its affiliates, or any of Indemnitor’s or its affiliates’ agents, employees or contactors; (iv) any violation of applicable law by the Indemnitor after the Effective Date; or (vi) any breach by the Indemnitor of any of its representations and warranties under the Agreement. In claiming any indemnification under this provision, the Indemnitee shall promptly provide the Indemnitor with written notice of any claim that the Indemnitee believes falls within the scope of this provision. The Indemnitee may, at its own expenseexpense assist in the defense if it so chooses, provide attorneys reasonably acceptable to CTI to defend against any actions brought or filed against any party indemnified hereunder with respect provided that: (1) the Indemnitor shall control such defense and all negotiations relative to the subject settlement of indemnity contained hereinany claim; and (2) any settlement intended to bind the Indemnitee shall not be final without the Indemnitee’s written consent, whether or which shall not such actions are rightfully broughtbe unreasonably withheld.