Indemnification of Licensee Sample Clauses

Indemnification of Licensee. Subject to Section 7.3 below, TeneoBio agrees to indemnify, hold harmless and defend Licensee, its Affiliates and their respective directors, officers, employees and agents (each, a “Licensee Indemnitee”) from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) payable to unaffiliated Third Parties, incurred by Licensee Indemnitees in connection with any and all suits, investigations, claims or demands of a Third Party (collectively, “Third Party Claims”) (A) alleging the use by TeneoBio of UniRat to generate the Antibodies infringed or misappropriated such Third Party’s intellectual property rights, (B) to the extent arising out of the breach by TeneoBio of any of its representations, warranties or covenants set forth in this Agreement or (C) to the extent arising out of the gross negligence or willful misconduct of any TeneoBio Indemnitee. Notwithstanding anything to the contrary herein, in no event shall TeneoBio be obligated to indemnify Licensee Indemnitees for any Third Party Claims to the extent such Third Party Claims would be subject to indemnification by Licensee pursuant to Section 7.2(b) or (c).

Indemnification of Licensee. CareFusion shall indemnify and hold Licensee and its directors, officers, employees, agents, consultants and counsel, and the successors and permitted assigns of the foregoing (the “Licensee Indemnitees”) harmless from and against any and all liabilities, damages, losses, costs or expenses (including reasonable attorneys’ and professional fees and other expenses of litigation and arbitration) resulting from a claim, suit or proceeding brought by a third party against a Licensee Indemnitee, arising from or occurring as a result of a breach of CareFusion’s representations and warranties set forth in Section 7.1.1.

Indemnification of Licensee. Drake hereby agrees to indemnify and hold Licensee harmless from and against any and all liabilities, losses, costs, expense, damages, and deficiencies during the term of this Agreement, including, without limitation, court costs and reasonable attorney fees, which directly or indirectly arise out of, result from or relate to any and all liabilities, obligations, or claims, whether accrued, absolute, contingent, or otherwise, which have as a basis the intellectual property ownership of the Software. Licensee agrees to notify Drake of such claims in writing within thirty (30) days of becoming aware of said claim.

Indemnification of Licensee. Duality shall indemnify and hold harmless each of Licensee and its Affiliates and their respective directors, officers, employees, consultants, agents and successors and assigns of any of the foregoing (the “Licensee Indemnitees”), from and against any and all Losses incurred by any Licensee Indemnitee as a result of any Third Party Claims arising directly or indirectly out of: (a) the practice by Duality or its Affiliates or sublicensees or subcontractors of the license granted to Duality under Section 2.5; (b) the research, Page 49 of 92 Development, Manufacture or have Manufactured, use, handling, storage, Commercialization or other disposition of the Licensed Compound or Licensed Products by Duality or its Affiliates or sublicensees or subcontractors; (c) the negligence or willful misconduct of any Duality Indemnitee; or (d) any breach of any representations, warranties or covenants by Duality under this Agreement; except, in each case, (x) to the extent such Third Party Claims fall within the scope of the indemnification obligations of Licensee set forth in Section 14.1, or (y) arising from or occurring as a result of a Licensee Indemnitee’s negligence, illegal conduct or willful misconduct in performing its or their obligations or exercising their rights under this Agreement. In addition to the above, and not subject to (x), regardless of any information provided by Duality to Licensee regarding Third Party Agreements entered into prior to the Effective Date, Duality’s indemnification obligation shall cover any and all Third Party Claims for the use of any Patents, Know-How or other intellectual property rights under any Third Party Agreements entered into by Duality prior to the Effective Date, including but not limited to the payment of royalties thereunder.

Indemnification of Licensee. Sanofi shall indemnify Licensee, its Affiliates and its and their respective directors, officers, employees and agents (collectively, “Licensee Indemnitees”), and defend and save each of them harmless, from and against any and all Losses in connection with any and all Third Party Claims arising from or occurring as a result of: (a) the material breach by Sanofi of this Agreement, (b) the gross negligence or willful misconduct on the part of any Sanofi Indemnitee under or in connection with this Agreement or the exercise of rights or performance of obligations by Sanofi hereunder or (c) the exercise by Sanofi or its Affiliates of the retained rights under Section 2.2; provided that, with respect to any Third Party Claim for which Sanofi has an obligation to any Licensee Indemnitee pursuant to this Section 11.2 and Licensee has an obligation to any Sanofi Indemnitee pursuant to Section 11.1, each Party shall indemnify each of the Sanofi Indemnitees or the Licensee Indemnitees, as applicable, for its Losses to the extent of its responsibility, relative to the other Party.

Indemnification of Licensee. AstraZeneca shall indemnify Licensee, its Affiliates and its and their respective directors, officers, employees and agents and defend and save each of them harmless, from and against any and all Losses in connection with any and all Third Party Claims arising from or occurring as a result of: (i) the breach by AstraZeneca of this Agreement, including the enforcement of Licensee’s rights under this Section 8.2 (Indemnification of Licensee); (ii) the gross negligence or willful misconduct on the part of AstraZeneca or its Affiliates or its or their respective directors, officers, employees or agents in performing its obligations under this Agreement; or (iii) the Exploitation by AstraZeneca or any of its Affiliates or its or their sublicensees or its or their distributors or contractors of any Licensed Product or the Licensed Compound in or for the Territory prior to the Effective Date; except, in each case (i), (ii) and (iii), for those Losses for which Licensee has an obligation to indemnify AstraZeneca pursuant to Section 8.1 (Indemnification of AstraZeneca) hereof, as to which Losses each Party shall indemnify the other to the extent of their respective liability for the Losses.

Indemnification of Licensee. ▇▇▇▇▇ hereby agrees to indemnify and hold Licensee harmless from and against any and all liabilities, losses, costs, expense, damages, and deficiencies during the term of this Agreement, including, without limitation, court costs and reasonable attorney fees, which directly or indirectly arise out of, result from or relate to any and all liabilities, obligations, or claims, whether accrued, absolute, contingent, or otherwise, which have as a basis the intellectual property ownership of the Software. Licensee agrees to notify ▇▇▇▇▇ of such claims in writing within 30 days of becoming aware of said claim.

Indemnification of Licensee. AstraZeneca shall indemnify Licensee, its Affiliates and their respective directors, officers, employees and agents and defend and save each of them harmless, from and against any and all Losses in connection with any and all Third Party Claims arising from or occurring as a result of: (i) the breach by AstraZeneca of this Agreement, including the enforcement of Licensee’s rights under this Section 8.2; (ii) the gross negligence or wilful misconduct on the part of AstraZeneca or its Affiliates or its or their respective directors, officers, employees or agents in performing its obligations under this Agreement; except, in each case (i) and (ii), for those Losses for which Licensee has an obligation to indemnify AstraZeneca pursuant to Section 8.1 hereof, as to which Losses each Party shall indemnify the other to the extent of their respective liability for the Losses.

Indemnification of Licensee a. Licensor shall defend, indemnify and hold harmless Licensee and its affiliates and its and their respective employees, agents, officers and directors, from and against all damages, liabilities and expenses (including all reasonable legal costs such as attorneys' fees, court costs and settlement expenses) arising out of, connected with, or resulting from any allegation that the use of the Database by Licensee infringes any copyright of any third party, unless such allegation arises from (i) the combination or use of the Database or the information contained therein or derived therefrom with any software, data, information or materials not furnished by Licensor hereunder, (ii) the use of the Database or the information contained therein or derived therefrom other than as permitted hereunder, or (iii) any modifications to the Database or the information contained therein or derived therefrom by any individual or entity other than Licensor. If any such claim or proceeding arises, Licensee shall provide written notice to Licensor in a timely manner after it receives actual notice of its existence and shall cooperate fully with Licensor in the defense of any such allegation. Licensor shall have the right, at its expense, to employ counsel reasonably acceptable to Licensee to defend the claim, and to compromise, settle or otherwise dispose of the claim; provided, however, that no compromise or settlement of any claim admitting liability of or imposing duties or restrictions upon Licensee may be effected without the prior written consent of Licensee. Licensee will cooperate in any such action by making available to Licensor, at Licensee's expense, books or records reasonably necessary for the defense of the claim or proceeding. b. If the Database or any portion thereof becomes or, in Licensee's opinion, is likely to become, the subject of any claim or action that it violates the intellectual property rights of another person or entity, then Licensor may, in its sole discretion and at its expense, (i) procure the right for Licensee to continue using the Database; (ii) modify the Database to render it non-infringing; or (iii) replace the Database or any portion thereof with equally suitable, functionally equivalent non-infringing data. If none of the foregoing is commercially practicable, Licensor may terminate this Agreement without liability to Licensor. c. THE FOREGOING CONSITUTES LICENSOR'S TOTAL LIABILITY WITH RESPECT TO ANY CLAIM AGAINST LICENSEE, ITS AFFIL...