Common use of Indemnification of Licensee Clause in Contracts

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. 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 ManufacturedManufacture, use, handling, storage, Commercialization sale 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, 14.1 or (y) arising from or occurring as a result of a Licensee Indemnitee’s negligence, illegal conduct or willful wilful 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 agreements with Third Party Agreements Parties 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 DateClaims, including but not limited to the payment of royalties thereunderroyalties, (a) that relate to or are incurred by the use of the Duality Licensed IP by Licensee, its Affiliates and/or Sublicensees under this Agreement and (b) that result from such Third Party agreements of Duality or Duality’s Affiliates existing at the Effective Date.

Indemnification of Licensee. Duality shall indemnify and hold harmless each of Licensee and its Affiliates and their respective directors, officers, employees, consultants, agents Page 49 of 89 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, other than Third Party Claims arising from or related to Licensee’s failure to make any payment under Section 8.9 or Section 8.10 of this Agreement.

Indemnification of Licensee. Duality Subject to Sections 14.2 and 14.3, Licensor shall indemnify indemnify, defend and hold harmless Licensee and each of Licensee and its Affiliates and their respective officers, directors, officers, employees, consultants, agents and successors and assigns of any of the foregoing consultants (the “each a "Licensee Indemnitees”), Indemnitee") harmless from and against any all third party costs, claims, suits, expenses (including reasonable attorneys' fees and all Losses expenses, whether incurred by any Licensee Indemnitee as a result of a third party claim or a claim to enforce this provision), damages, and, solely with respect to the Vitrasert Licensed Product, any amounts paid by Licensee to a third party pursuant to any agreement between Licensee and the third party for the manufacture, distribution, promotion, or sale of the Vitrasert Licensed Product (a "Vitrasert Third Party Claims Loss") (collectively, including a Vitrasert Third Party Loss, "Losses") to the extent arising directly out of or indirectly out of: resulting from (ai) any material breach or failure by Licensor in the performance or non-performance of its obligations or covenants under this Agreement; (ii) any breach by Licensor of any representation or warranty hereunder; (iii) the practice by Duality or its Affiliates or sublicensees or subcontractors of the license granted to Duality under Section 2.5; (b) the researchmanufacture, Page 49 of 92 Developmentmarketing, Manufacture or have Manufacturedpossession, use, handlingsale or other disposition by Licensor or any of its sublicensees other than Licensee or any Sublicensee of any Licensed Product (except to the extent where such Losses arise or result from any negligence of Licensee (or any contract manufacturer of Licensee) in the manufacture of any such Licensed Product or the failure of Licensee (or any contract manufacturer of Licensee) to manufacture such Licensed Product in accordance with GMPs); (iv) FDA enforcement actions, storageinspections, Commercialization product recalls or market withdrawals relating to a Licensed Product to the extent arising out of or resulting from Licensor's marketing, possession, use, sale or other disposition of the Licensed Compound Product; and (v) any material breach or Licensed Products failure by Duality Licensor in the performance of any Clinical Agreement or its Affiliates or sublicensees or subcontractors; Trial Agreement except for (ca) the negligence payment obligations expressly assumed by Licensee pursuant to Article 36, and (b) breaches of a Clinical Agreement 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) Trial Agreement to the extent such resulting from a delay by Licensee in providing notice of termination or assignment and assumption to third parties pursuant to Article 36. Notwithstanding the foregoing or anything else in the Agreement to the contrary, Licensee's remedies under this Section 14.1 or any other provision of this Agreement, including without limitation Section 2.11, for any Vitrasert Third Party Loss and for Frustration Claims fall within pursuant to Section 2.11 herein, shall be limited to, in the scope aggregate, and satisfied solely out of, the amount of royalties for Vitrasert Licensed Products received by Licensor after the date of Licensor's receipt of written notice from Licensee of such Frustration Claim or Vitrasert Third Party Loss specifying the nature and amount of the indemnification obligations of Licensee set forth claim or loss 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 thereunderreasonable detail.

Indemnification of Licensee. Duality Seres shall indemnify and hold harmless each of Licensee and Licensee, its Affiliates and their respective Sublicensees and the directors, officers, employees, consultants, agents officers and employees of such entities and the successors and assigns of any of the foregoing (the “Licensee Indemnitees”), from and against any and all Losses (a) Liabilities from any Third Party Claims incurred by any Licensee Indemnitee Indemnitee, arising from, or occurring as a result of any Third Party Claims arising directly or indirectly out of: (ai) the practice Exploitation of any Collaboration Products by Duality or on behalf of Seres, its Affiliates or sublicensees licensees in the ROW Territory, or subcontractors in the Licensed Territory prior to the Effective Date or after termination of this Agreement to the license granted to Duality under Section 2.5extent activities are conducted after termination, including any products liability claim arising therefrom; (bii) any Ongoing Clinical Studies and Additional Clinical Studies conducted unilaterally by Seres in accordance with Section 4.4(d); (iii) 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 gross negligence or willful misconduct of Seres, its Affiliates, subcontractors or sublicensees in connection with the performance of activities under this Agreement, including the license granted to Seres under Section 2.4; (iv) breach by Seres of any Duality Indemniteerepresentation, warranty, obligation or covenant as set forth in this Agreement; or (dv) any breach violation of any representations, warranties applicable Law in connection with the performance of activities by Seres or covenants by Duality its Affiliates under this Agreement; or (b) Product Liability Losses arising from, or occurring as a 72 result of any of the matters described in clause (a) of this Section 16.2; except, in each casecase (clauses (a) and (b)), (x) to the extent such Third Party Claims fall within Claim arises from the scope of the indemnification obligations of circumstances for which Licensee set forth in shall indemnify Seres Indemnities pursuant to 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 thereunder16.1.