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.
Appears in 3 contracts
Sources: License Agreement (Sionna Therapeutics, Inc.), License Agreement (Sionna Therapeutics, Inc.), License Agreement (Sionna Therapeutics, Inc.)
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 Indemnitee, or (c) the exercise Development of the Licensed Compounds by Sanofi or its Affiliates of prior to the retained rights under Section 2.2Effective Date; 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 (Indemnification of Licensee) and Licensee has an obligation to any Sanofi Indemnitee pursuant to Section 11.111.1 (Indemnification of Sanofi), 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.
Appears in 2 contracts
Sources: License Agreement (Khosla Ventures Acquisition Co.), License Agreement (Khosla Ventures Acquisition Co.)
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 Indemnitee, or (c) the exercise Development of the Licensed Compounds by Sanofi or its Affiliates of prior to the retained rights under Section 2.2Effective Date; 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.
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