BY ABX. Subject to JTA's compliance with Section 3.3, ABX agrees to indemnify, defend and hold JTA and its Affiliates and their directors, officers, employees, and agents harmless from and against any Liabilities arising from the breach of any representations, warranties, covenants or other obligations of ABX under this Agreement, except to the extent that such Liabilities arise from JTA's breach of any of its representations, warranties, covenants or other obligations under this Agreement.
BY ABX. Subject to the terms and conditions of this Agreement, with respect to each Collaboration Antigen (other than Discontinued Antigens or Failed Antigens), prior to the designation of a Candidate Drug that binds to and is directed against such Collaboration Antigen, ABX and its Affiliates hereby grant to AZ an exclusive, worldwide right and license (without the right to grant sublicenses except as set forth in Section 4.2.3) under and to the Licensed ABX IP Rights applicable to such Collaboration Antigen, to conduct its obligations, and exercise its rights, under the applicable Research Program, Development Program and Articles 2 and 5; provided, however, that ABX retains the right to conduct its activities under such Research Program and, prior to the designation of a Candidate Drug that binds to and is directed against such Collaboration Antigen, such Development Program.
BY ABX. Subject to the terms and conditions of this Agreement and any applicable ABX In-License, with respect to each Discontinued Antigen, Failed Antigen and Non-Selected Antigen, ABX and its Affiliates hereby grant to AZ (a) the non-exclusive, worldwide right and license (with the right to grant sublicenses through multiple tiers of sublicensees) under the ABX Subsequent Antigen-Specific Know-How Rights and ABX Subsequent Antigen-Specific Patent Rights applicable to each such Antigen to Exploit Non-Licensed Products (other than Non-Antibody Products) that bind to and are directed against such Antigen for use in the Commercial Field, and (b) the exclusive, worldwide right and license (with the right to grant sublicenses through multiple tiers of sublicensees) under the ABX Subsequent Antigen-Specific Know-How Rights and ABX Subsequent Antigen-Specific Patent Rights applicable to each such Antigen to Exploit Non-Antibody Products with respect to such Antigen for use in the Commercial Field.
BY ABX. Subject to JTI's compliance with Section 8.3, ABX agrees to indemnify, defend and hold JTI and its Affiliates and their respective directors, officers, employees and agents harmless from and against any Liabilities arising from (a) any negligence or willful misconduct of ABX or its Affiliates (or their respective directors, officers, employees, agents or Affiliates) or (b) the breach of any representations, warranties, covenants or other obligations of ABX under this Agreement, except to the extent that such Liabilities arise from (i) the negligence or willful misconduct of JTI or its Affiliates or Sublicensees or their respective directors, officers, employees, agents, or (ii) the breach of any of the representations, warranties, covenants or other obligations of JTI under this Agreement.
BY ABX. Subject to the terms and conditions of this Agreement, ABX hereby grants to PSMA an exclusive license under the Licensed ABX IP Rights (a) to use the XenoMouse Animals provided by ABX solely for immunization with the Antigen for the generation, creation and identification of Antibodies that bind specifically to the Antigen, (b) to make, have made by permitted transferees specified in Section 4.1.2 and use (but not to transfer (except as provided in Section 4.1.2 below), sell, lease, offer to sell or lease, or otherwise transfer title to or an interest in) Antibody Cells that contain, express or secrete Antibodies that bind specifically to the Antigen, or Genetic Material that encodes such Antibodies, solely for use in the Research Field, (c) to make, have made by permitted transferees specified in Section 4.1.2 and use (but not to transfer (except as provided in Section 4.1.2 below), sell, lease, offer to sell or lease, or otherwise transfer title to or an interest in) Antibodies that bind specifically to the Antigen, or Genetic Material that encodes such Antibodies, and (d) to engage in such other research and development activities as may be reasonably incidental to the foregoing, in each case solely for the research and development of such Antibodies in the Research Field. Except as expressly set forth in Section 4.3 or 8.1 below, PSMA shall not use the Licensed ABX IP Rights, the ABX Technology or any materials or information derived therefrom (including, without limitation, Antibodies, Genetic Material encoding Antibodies, and Antibody Cells) for any other use.
BY ABX. Subject to JTI's compliance with Section 6.3, ABX agrees to indemnify, defend and hold JTI and its Affiliates and their directors, officers, employees and agents harmless from and against any Liabilities arising from (i) any negligence or willful misconduct of ABX (or its directors, officers, employees, or agents); (ii) the breach of any representations, warranties, covenants or other obligations of ABX under this Agreement, (iii) ABX's or its Affiliates' activities under the MRLOA after the Effective Date, and (iv) any failure by ABX to pay any withholding taxes due to a government authority in connection with ABX's performance of its obligations and exercise of its rights under this Agreement (whether such taxes are paid by ABX at the time of payment to JTI or imposed upon ABX by the relevant authority at a later date), except in each case to the extent that such Liabilities arise from JTI's negligence or willful misconduct or breach of any of its representations, warranties, covenants or other obligations under this Agreement.
