Common use of Indemnification by ICON Clause in Contracts

Indemnification by ICON. Without prejudice to Section 6.5.1, ICON hereby agrees to indemnify SUNESIS its Affiliates and their members, officers, directors, employees, consultants and agents (collectively “SUNESIS Indemnitees”) from any loss, damage, cost or expense (including reasonable attorney’s fees) (“Loss”) arising from any third party: (i) claim; (ii) demand; (iii) assessment; (iv) action; (v) suit; or (vi) proceeding (each a “Claim”) arising or occurring during the Term as a result of ICON’s negligence or intentional misconduct; in the provision of any Services, provided that if such Loss and/or Claim arises in whole or in part from SUNESIS Indemnitees’ negligence or intentional misconduct, then the amount of the Loss that ICON shall indemnify SUNESIS for shall be reduced by an amount in proportion to the percentage of the SUNESIS Indemnitees responsibilities for such Loss as determined by a court of competent jurisdiction in a final and non-appealable decision or in a binding settlement between the Parties.