Common use of Indemnification by Licensee Clause in Contracts

Indemnification by Licensee. Licensee shall defend, indemnify and hold harmless COH, its Affiliates, officers, directors, shareholders, employees and agents (“COH Indemnitees”) from and against any and all Third Party liabilities, claims, suits, and expenses, including reasonable attorneys’ fees (collectively, “Losses”), arising out of or are in any way attributable to: (i) the material breach of any representation or warranty made by Licensee under this Agreement, (ii) the research, development, marketing, approval, manufacture, packaging, labeling, handling, storage, transportation, use, distribution, promotion, marketing or sale of Licensed Products or Licensed Services by or on behalf of Licensee, any of its Affiliates or a Sublicensee or any other exercise of rights under this Agreement or pursuant to any sublicense, or (iii) the negligence, willful misconduct or failure to comply with applicable law by a Licensee Indemnitee or Sublicensee; in each case except to the extent that such Losses are caused directly by: (a) COH’s material breach of any representation or warranty made by COH under this Agreement, (b) COH’s material breach of its obligations under this Agreement, and/or (c) the gross negligence or willful misconduct of a COH Indemnitee.

Indemnification by Licensee. Licensee shall defend, indemnify and hold harmless COH, its Affiliates, officers, directors, shareholders, employees and agents (“COH Indemnitees”) from and against any and all Third Party liabilities, claims, suits, and expenses, including reasonable attorneys’ fees (collectively, “Losses”), arising out of or are in any way attributable to: (i) the material breach of any representation or warranty made by Licensee under this Agreement, (ii) the research, development, marketing, approval, manufacture, packaging, labeling, handling, storage, transportation, use, distribution, promotion, marketing or sale of Licensed Products or EXECUTION COPY Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Licensed Services by or on behalf of Licensee, any of its Affiliates or a Sublicensee or any other exercise of rights under this Agreement or pursuant to any sublicense, or (iii) the negligence, willful misconduct or failure to comply with applicable law by a Licensee Indemnitee or Sublicensee; in each case except to the extent that such Losses are caused directly by: (a) COH’s material breach of any representation or warranty made by COH under this Agreement, (b) COH’s material breach of its obligations under this Agreement, and/or (c) the gross negligence or willful misconduct of a COH Indemnitee.

Indemnification by Licensee. Licensee shall shall, at its sole expense, defend, indemnify and hold harmless COH, Licensor and its Affiliates, Affiliates and their respective officers, directors, shareholdersshareholders or owners, employees employees, and agents (the “COH Licensor Indemnitees”) harmless from and against any and all Third Party liabilitiesClaims to the extent such Claims arise out of, claimsare based on, suits, and expenses, including reasonable attorneys’ fees or result from (collectively, “Losses”), arising out of or are in any way attributable to: (ia) the material breach Development of any representation or warranty made by Licensee under this Agreement, (ii) the research, development, marketing, approval, manufacture, packaging, labeling, handling, storage, transportation, use, distribution, promotion, marketing or sale of Licensed Products or Licensed Services Product by or on behalf of Licensee, any of Licensee or its Affiliates or a Sublicensee its or any other exercise of rights under this Agreement or pursuant to any sublicense, or (iii) the negligence, willful misconduct or failure to comply with applicable law by a Licensee Indemnitee or Sublicensee; in each case except to the extent that such Losses are caused directly by: (a) COH’s material breach of any representation or warranty made by COH under this Agreementtheir Sublicensees, (b) COHLicensee’s material manufacturing of Products, (c) Commercialization of Product by or on behalf of Licensee or its Affiliates or its or their Sublicensees, (d) the breach of its any of Licensee’s obligations under this Agreement, and/or including Licensee’s representations and warranties, covenants and agreements, (ce) the gross negligence or willful misconduct or negligent acts of a COH IndemniteeLicensee, its Affiliates, or the officers, directors, employees, or agents of Licensee or its Affiliates. The foregoing indemnity obligation will not apply (i) to the extent that the Licensor Indemnitees fail to comply with the indemnification procedures set forth in Section 10.3 and Licensee’s defense of the relevant Claim is prejudiced by such failure; or (ii) to Claims for which Licensor has an obligation to indemnify Licensee pursuant to Section 10.1, as to which Claims each Party shall indemnify the other to the extent of its respective liability for such Claims.

Indemnification by Licensee. Licensee shall defend, indemnify and hold harmless COH, Licensor and its Affiliates, Affiliates and each of their respective officers, directors, shareholders, employees employees, successors and agents assigns (“COH Licensor Indemnitees”) from and against any and all Third Party liabilitiesclaims, claimsallegations, suits, and expensesactions or proceedings asserted against any Licensor Indemnitee by any Third Parties, including reasonable attorneys’ fees whether governmental or private (collectively, “LossesThird Party Claims”), and all associated Losses, to the extent arising out of or are in any way attributable toresulting from: (ia) the material breach of any representation performance or warranty made failure to perform by Licensee (or any of its Affiliates, sublicensees, subcontractors or agents) any of its obligations under this Agreement, ; (iib) the research, development, marketing, approval, manufacture, packaging, labeling, handling, storage, transportation, use, distribution, promotion, marketing a material breach by Licensee or sale of Licensed Products or Licensed Services by or on behalf of Licensee, any of its Affiliates Affiliates, sublicensees, subcontractors or a Sublicensee agents of any of Licensee’s representations, warranties, covenants or any other exercise of rights agreements under this Agreement Agreement; (c) the Development or pursuant to Commercialization of the Product (including, without limitation any sublicense, product liability claims relating thereto); or (iiid) the negligenceviolation of Applicable Law by any Licensee Indemnitee; provided, willful misconduct or failure however, that in all cases referred to comply with applicable law by a in this Section 6.1, Licensee Indemnitee or Sublicensee; in each case except shall not be liable to indemnify Licensor for any Losses of Licensor to the extent that such Losses are of Licensor were caused directly by: by (a) COH’s material breach of any representation or warranty made by COH under this Agreement, (b) COH’s material breach of its obligations under this Agreement, and/or (ci) the gross negligence or willful misconduct or intentional wrongdoing of a COH IndemniteeLicensor or any of its Affiliates, subcontractors or agents, (ii) any breach by Licensor or any of its Affiliates, subcontractors or agents of Licensor’s representations, warranties, covenants or agreements under this Agreement, or (iii) matters for which Licensor has an obligation to indemnify any Licensee Indemnitee pursuant to Section 6.2.

Indemnification by Licensee. Licensee shall defendindemnify, indemnify defend and hold harmless COH, Zenas and its Affiliates, and each of its and their respective employees, officers, directors, shareholdersagents and assigns (each, employees and agents (a “COH IndemniteesZenas Indemnified Party”) from and against any and all Liabilities that the Zenas Indemnified Party may be required to pay to one or more Third Parties as a result of Third Party liabilities, claims, suits, and expenses, including reasonable attorneys’ fees (collectively, “Losses”), claims resulting from or arising out of or are in of: (a) any way attributable to: (i) the material breach of any Licensee representation or warranty set forth herein being untrue in any material respect when made or a breach by Licensee under this Agreement, (ii) the research, development, marketing, approval, manufacture, packaging, labeling, handling, storage, transportation, use, distribution, promotion, marketing or sale of Licensed Products or Licensed Services by or on behalf of Licensee, any of its Affiliates covenants or a Sublicensee or any other exercise of rights under this Agreement or pursuant to any sublicense, or (iii) the negligence, willful misconduct or failure to comply with applicable law by a Licensee Indemnitee or Sublicensee; in each case except to the extent that such Losses are caused directly by: (a) COH’s material breach of any representation or warranty made by COH under this Agreement, obligations hereunder; (b) COH’s material breach of its obligations under this Agreement, and/or (c) the gross negligence or willful misconduct by or of a COH IndemniteeLicensee, its Affiliates or its Sublicensees, or any of its or their respective employees, officers, directors, and agents under this Agreement; (c) the Development, Manufacture (if applicable) or Commercialization of the Compound or Products by Licensee or its Affiliates or Sublicensees in the Field in the Territory (including, for clarity, any product liability resulting therefrom), and the Manufacture (if applicable) of the Compound or Products by Licensee or its Affiliates or Sublicensees in the Field outside the Territory (including, for clarity, any product liability resulting therefrom); or (d) any breach of any Upstream License that is caused by the actions or omissions of Licensee or its Affiliates or Sublicensees. except in each case, to the extent such Liability is subject to indemnification by Zenas pursuant to Section 14.1.

Indemnification by Licensee. Licensee shall defend, indemnify and hold harmless COH, its Affiliates, officers, directors, shareholders, employees and agents (“COH Indemnitees”) from and against any and all Third Party liabilities, claims, suits, and expenses, including reasonable attorneys’ fees (collectively, “Losses”), arising out of or are in any way attributable to: (i) the material breach of any representation or warranty made by Licensee under this Agreement, (ii) the research, development, marketing, approval, manufacture, packaging, labeling, handling, storage, transportation, use, distribution, promotion, marketing or sale of Licensed Products or EXECUTION COPY Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Homology Medicines, Inc. Licensed Services by or on behalf of Licensee, any of its Affiliates or a Sublicensee or any other exercise of rights under this Agreement or pursuant to any sublicense, or (iii) the negligence, willful misconduct or failure to comply with applicable law by a Licensee Indemnitee or Sublicensee; in each case except to the extent that such Losses are caused directly by: (a) COH’s material breach of any representation or warranty made by COH under this Agreement, (b) COH’s material breach of its obligations under this Agreement, and/or (c) the gross negligence or willful misconduct of a COH Indemnitee.

Indemnification by Licensee. Licensee shall defendindemnify, indemnify defend and hold harmless COH, Licensor and its Affiliates, and each of its and their respective employees, officers, directors, shareholders, employees directors and agents (each, a “COH IndemniteesLicensor Indemnified Party”) from and against any and all Third Party liabilitiesliability, claimsloss, suitsdamage, cost, and expenses, expense (including reasonable attorneys’ fees fees), subject to the limitations in Section 10.5, (collectively, a “LossesLiability”)) that a Licensor Indemnified Party may incur, suffer or be required to pay resulting from or arising out of or are in any way attributable to: (ia) the material breach of any representation or warranty made by Licensee under this Agreement, (ii) the research, development, marketing, approval, manufacture, packaging, labeling, handlinguse, storage, transportationimport, useexport, distributiontransport, promotionDevelopment, marketing Manufacture, Commercialization, sale or sale other disposition of Licensed Compounds and/or Licensed Products or Licensed Services by or on behalf of Licensee, any of its Affiliates or a Sublicensee or any other exercise of rights under this Agreement or pursuant to any sublicense, or (iii) sublicensees in the negligence, willful misconduct or failure to comply with applicable law by a Licensee Indemnitee or Sublicensee; in each case except to the extent that such Losses are caused directly by: (a) COH’s material breach of any representation or warranty made by COH under this AgreementField, (b) COH’s material breach the use by Licensee, its Affiliates or Sublicensees of its obligations under this Agreement, and/or the Licensed Trademarks in the Field and (c) any breach by Licensee of any of its representations, warranties and covenants contained in Section 9.1 herein. Notwithstanding the foregoing, Licensee shall have no obligation under this Agreement to indemnify, defend or hold harmless any Licensor Indemnified Party with respect to claims, demands, costs or judgments which result from the gross negligence or willful misconduct of a COH IndemniteeLicensor, its Affiliates, or any of their respective employees, officers, directors or agents.

Indemnification by Licensee. Licensee shall defendagrees to indemnify, indemnify defend and hold harmless COHGladstone and any third party sponsors of the research that gave rise to the Licensed Patents (if any), its Affiliatesand their respective trustees, officers, directorsstaff, shareholdersemployees, employees representatives and agents (the “COH IndemniteesIndemnified Parties”) from and against any and all Third Party liabilitiesdamages, expenses (including without limitation legal expenses), claims, demands, suits, and expenses, including reasonable attorneys’ fees or other actions arising from (collectively, “Losses”), arising out of or are in any way attributable to: (ia) the a material breach of any representation or warranty made by Licensee under this Agreement, (ii) the research, development, marketing, approval, manufacture, packaging, labeling, handling, storage, transportation, use, distribution, promotion, marketing or sale of Licensed Products or Licensed Services by or on behalf of Licensee, any of its Affiliates or a Sublicensee or any other exercise of rights under this Agreement or pursuant to any sublicense, or (iii) the negligence, willful misconduct or failure to comply with applicable law by a Licensee Indemnitee or SublicenseeLicensee; in each case except to the extent that such Losses are caused directly by: (a) COH’s material breach of any representation or warranty made by COH under this Agreement, (b) COH’s material breach of its obligations under this Agreement, and/or (c) the gross negligence or willful misconduct of Licensee or any of its Affiliates in connection with its obligations under this Agreement; (c) Licensee’s acceptance, use or disposal of any materials or their progeny or derivatives; or (d) Licensee’s exercise of license granted hereunder, including without limitation any cause of action relating to product liability concerning any product, process, or service made, used or sold by Licensee or its Affiliates pursuant to any right or license granted under this Agreement; except to the extent that such damages, expenses, claims demands, suits or other actions arise from (x) a COH Indemniteematerial breach of this Agreement by the Indemnified Parties, or (y) the gross negligence or willful misconduct of the Indemnified Parties in connection with its obligations under this Agreement.

Indemnification by Licensee. Licensee shall defendshall, indemnify subject to Clause 19.1, indemnify, defend and hold harmless COHOncolytics, its Affiliates, officers, and its and their respective directors, shareholdersofficers, employees and agents (collectively the “COH IndemniteesOncolytics Indemnified Parties”) from and against any and all Third Party Claims, causes of action, demands, liabilities, claimslosses, suitsdamages, and costs or expenses, including reasonable attorneys’ fees asserted by a Third Party (collectively, each a “LossesLoss”), arising ) to the extent such Loss arose out of or are in any way attributable towas caused by: (ia) the material breach of any representation or warranty made by Licensee under this Agreementdevelopment, (ii) the research, developmentdistribution, marketing, approval, manufacture, packaging, labeling, handling, storage, transportation, use, distribution, promotion, marketing promotion or sale of Licensed Products or Licensed Services by or on behalf of Licensee, any of Licensee or its Affiliates or Sublicensees; (b) any breach or alleged breach of a Sublicensee warranty made by Licensee in this Agreement or any other exercise Related Agreement; (c) any breach or alleged breach of rights any covenant or obligation required to be performed by Licensee contained in this Agreement or any Related Agreement; (d) a negligent act or omission or willful misconduct by Licensee, its Affiliates or Sublicensees in the performance of its obligations under this Agreement or pursuant to any sublicense, Related Agreement; or (iiie) the negligenceviolation by Licensee of any Regulatory Approval involving the Licensed Product; except, willful misconduct or failure to comply with applicable law by a Licensee Indemnitee or Sublicensee; in each case except all cases, to the extent that such Losses are caused directly by: (a) COH’s material breach Loss arises out of any representation or warranty made by COH under this Agreement, (b) COH’s material breach of its obligations under this Agreement, and/or (c) the gross negligence or willful misconduct of a COH IndemniteeOncolytics.

Indemnification by Licensee. Subject to Licensee’s indemnification rights under Section 9.2, Licensee shall defendindemnify, indemnify defend and hold harmless COHLicensor and its Affiliates and their respective trustees, its Affiliatesdirectors, officers, directors, shareholdersmedical and professional staff, employees and agents and their respective successors, heirs and assigns (“COH Indemnitees”each an "LicensorIndemnitee") from and against any liability, damage, loss or expense (including reasonable attorney's fees and all Third Party liabilities, expenses of litigation) incurred by or imposed upon the Licensor Indemnitees or any one of them in connection with any claims, suits, and expensesactions, including reasonable attorneys’ fees (collectivelydemands, “Losses”)proceedings, causes of action or judgments arising out of or are in any way attributable to: (i) any theory of product liability (including, but not limited to, actions in the material breach form of tort, warranty or strict liability; collectively the "Claims") concerning any representation Product developed, designed, tested preclinically or warranty made by Licensee under this Agreementclinically, (ii) the researchmade, development, marketing, approval, manufacture, packaging, labeling, handling, storage, transportation, use, distribution, promotion, marketing used or sale of Licensed Products sold pursuant to any right or Licensed Services by or on behalf of Licensee, any of its Affiliates or a Sublicensee or any other exercise of rights license granted under this Agreement or pursuant to (ii) any sublicensebreach of Licensee’s representations, warranties, covenants or (iii) the negligence, willful misconduct other obligations hereunder or failure to comply with applicable law by a Licensee Indemnitee or Sublicensee; in each case law, except to the extent that such Losses are caused directly by: (a) COH’s material breach of any representation or warranty made by COH under this Agreement, (b) COH’s material breach of its obligations under this Agreement, and/or (c) the Claim results from gross negligence negligent act or willful misconduct of a COH by an Licensor Indemnitee.

Indemnification by Licensee. Licensee shall hereby agrees to save, defend, indemnify and hold harmless COHLicensor, its Affiliates, their respective officers, directors, shareholdersemployees, employees agents and agents stockholders (each, an “COH IndemniteesLicensor Indemnitee”) from and against any and all Third Party losses, damages, liabilities, claims, suits, expenses and expensescosts, including reasonable attorneys’ fees (collectively, “Losses”), arising out to which an Licensor Indemnitee may become subject as a result of any claim, demand, action or are in other proceeding by any way attributable to: Third Party, including any Regulatory Authority (“Claim”), to the extent such Losses arise directly or indirectly from (i) the material a breach by Licensee, or its Affiliates or Permitted Sublicensees of any representation applicable representation, warranty, covenant or warranty made by Licensee obligation under this Agreement, or (ii) the researchDevelopment, developmentManufacture, marketing, approval, manufacture, packaging, labelingCommercialization, handling, storage, transportation, use, distribution, promotion, marketing sale or sale disposition of the Licensed Products Compound or any Licensed Services Product by or on behalf of Licensee, its Affiliates, or Permitted Sublicensees; except to the extent that (i) the Licensor Indemnitees fail to comply with the indemnification procedures set forth in Section 14.3 and Licensee’s defense of the relevant Claim is materially prejudiced by such failure, (ii) such Claim primarily arises from any of its Affiliates activity or a Sublicensee or any other exercise of rights occurrence for which Licensor is obligated to indemnify the Licensee Indemnitees under this Agreement or pursuant to any sublicenseSection 14.2, or (iii) the negligence, willful misconduct or failure to comply with applicable law by a Licensee Indemnitee or Sublicensee; in each case except to the extent that such Losses are caused directly by: (a) COH’s material breach of any representation or warranty made by COH under this Agreement, (b) COH’s material breach of its obligations under this Agreement, and/or (c) result from the gross negligence or willful misconduct of a COH IndemniteeLicensor, its Affiliates or other Licensor Indemnitees.

Indemnification by Licensee. Licensee shall defendwill indemnify, indemnify defend and hold harmless COHLicensor, its Affiliates and their respective directors, officers, employees, consultants, licensors and agents, and their respective successors, heirs, and assigns (each a “Licensor Indemnitee”), against all suits, actions, claims, proceedings, in each case brought by a third party (each, a “Claim”) and the resulting liabilities, demands, damages, losses, or expenses (including legal expenses, investigative expenses, and attorneys’ fees) (“Losses”) to the extent arising out of Licensee’s or, as applicable Licensee’s Affiliate’s or Sublicensee’s: (a) gross negligence or intentional misconduct, (b) failure to comply with Applicable Laws, or (c) Licensee’s, its Affiliates, officers, directors, shareholders, employees and agents (“COH Indemnitees”) from and against any and all Third Party liabilities, claims, suits, and expenses, including reasonable attorneys’ fees (collectively, “Losses”), arising out or Sublicensee’s Exploitation of Licensed Product or are in any way attributable to: (i) the material breach exercise of any representation or warranty made by Licensee the licenses granted under this Agreement, including the production, manufacture, sale, use, lease, consumption, administration, shipping, storage, transfer, advertisement, analysis, measurement, description, or characterization of the Licensed Technology, or Licensed Products, or any activity arising from or in connection with any right or obligation of Licensee hereunder, except in each case (a) through (c) to the extent resulting from a Licensor Indemnitee’s (i) gross negligence or intentional misconduct; (ii) the research, development, marketing, approval, manufacture, packaging, labeling, handling, storage, transportation, use, distribution, promotion, marketing or sale of Licensed Products or Licensed Services by or on behalf of Licensee, any of its Affiliates or a Sublicensee or any other exercise of rights under this Agreement or pursuant to any sublicense, or (iii) the negligence, willful misconduct or failure to comply with applicable law by a Licensee Indemnitee Applicable Law; (iii) Exploitation of the Licensed Technology; or Sublicensee; in each case except to the extent that such Losses are caused directly by: (aiv) COH’s material breach of any representation or warranty made by COH under this Agreement, (b) COH’s material breach of its obligations under this Agreement, and/or (c) the gross negligence or willful misconduct of a COH Indemnitee.