Common use of By Adimab Clause in Contracts

By Adimab. Adimab hereby agrees to indemnify, defend and hold harmless (collectively, “Indemnify”) Arsanis, its Affiliates and its and their directors, officers, agents and employees (collectively, “Arsanis Indemnitees”) from and against any and all liability, loss, damage or expense (including without limitation reasonable attorneys fees) (collectively, “Losses”) they may suffer as the result of Third Party claims, demands and actions (collectively, “Third-Party Claims”) to the extent arising out of or relating to both (x) activities under this Agreement or a grant or exercise of rights granted under this Agreement and (y) any of (a) any material breach of any of Adimab’s obligations under this Agreement or any breach (whether or not material) of a representation, warranty or covenant made by Adimab under Article 7; (b) the negligence or intentional misconduct of Adimab Indemnitees; or (c) research, testing, development, manufacture, use, sale, distribution, licensing and/or commercialization of any Program Antibodies and/or Products (or Program-Benefited Antibodies or products incorporating them) by Adimab, its Affiliates or any entity(ies) deriving rights from any of them after a reversion, transfer or grant of rights with respect to the foregoing from Arsanis under Article 9 or pursuant to the exercise of Adimab’s rights under Sections 2.9 and/or 5.2(c); except in each case to the extent of any Losses (i) [**].

By Adimab. Adimab hereby agrees to indemnify, defend and hold harmless (collectively, “Indemnify”) ArsanisAlector, its Affiliates and its and their directors, officers, agents and employees (collectively, “Arsanis Alector Indemnitees”) from and against any and all liability, loss, damage or expense (including without limitation reasonable attorneys attorneys’ fees) (collectively, “Losses”) they may suffer as the result of Third Party claims, demands and actions (collectively, “Third-Party Claims”) to the extent arising out of or relating to both (x) activities under this Agreement or a grant or exercise of rights granted under this Agreement and (y) any of (a) any material breach of any of Adimab’s obligations under this Agreement or any breach (whether or not material) of a representation, warranty or covenant made by Adimab under Article 7; or (b) the negligence or intentional misconduct of Adimab Indemnitees; or (c) research, testing, development, manufacture, use, sale, distribution, licensing and/or commercialization of any Program Antibodies and/or Products (or Program-Benefited Antibodies or products incorporating them) by Adimab, its Affiliates or any entity(ies) deriving rights from any of them after a reversion, transfer or grant of rights with respect to the foregoing from Arsanis under Article 9 or pursuant to the exercise of Adimab’s rights under Sections 2.9 and/or 5.2(c); except in each case to the extent of any Losses (i) [**]attributable to the negligence or intentional misconduct of any Alector Indemnitee, (ii) arising out of or relating to any material breach of any of Alector’s obligations under this Agreement, including any representation or warranty or covenant made by Alector under Article 7, or (iii) for which Alector is required to Indemnify Adimab pursuant to Section 8.2.

By Adimab. Adimab hereby agrees to indemnify, defend and hold harmless (collectively, “Indemnify”) ArsanisKairos, its Affiliates and its and their directors, officers, agents and employees (collectively, “Arsanis Kairos Indemnitees”) from and against any and all liability, loss, damage or expense (including without limitation reasonable attorneys attorneys’ fees) (collectively, “Losses”) they may suffer as the result of Third Party claims, demands and actions (collectively, “Third-Party Claims”Claims “) to the extent arising out of or relating to both (x) activities under this Agreement or a grant or exercise of rights granted under this Agreement and (y) any of (a) any material breach of any of Adimab’s obligations under this Agreement or any breach (whether or not material) of a representation, warranty or covenant made by Adimab under Article 7; or (b) the negligence or intentional misconduct of Adimab Indemnitees; or (c) research, testing, development, manufacture, use, sale, distribution, licensing and/or commercialization of any Program Antibodies and/or Products (or Program-Benefited Antibodies or products incorporating them) by Adimab, its Affiliates or any entity(ies) deriving rights from any of them after a reversion, transfer or grant of rights with respect to the foregoing from Arsanis under Article 9 or pursuant to the exercise of Adimab’s rights under Sections 2.9 and/or 5.2(c); except in each case to the extent of any Losses (i) [**]attributable to the negligence or intentional misconduct of any Kairos Indemnitee, (ii) arising out of or relating to any material breach of any of Kairos’s obligations under this Agreement, including any representation or warranty or covenant made by Kairos under Article 7, or (iii) for which Kairos is required to Indemnify Adimab pursuant to Section 8.2.

By Adimab. Adimab hereby agrees to indemnify, defend and hold harmless (collectively, “Indemnify”) ArsanisSurface, its Affiliates and its and their directors, officers, agents and employees (collectively, “Arsanis Surface Indemnitees”) from and against any and all liability, loss, damage or expense (including without limitation reasonable attorneys attorney’s fees) (collectively, “Losses”) they may suffer as the result of Third Third-Party claims, demands and actions (collectively, “Third-Party Claims”) to the extent arising out of or relating to both (x) activities under this Agreement or a grant or exercise of rights granted under this Agreement and (y) any of (a) any material breach of any of Adimab’s obligations under this Agreement a representation or any breach (whether or not material) of a representation, warranty or covenant made by Adimab under Article 7; 7 or otherwise of this Agreement, or (b) the arising out of or in connection with or attributable to Adimab’s negligence, gross negligence or intentional willful misconduct of Adimab Indemnitees; or (c) research, testing, development, manufacture, use, sale, distribution, licensing and/or commercialization in performance of any Program Antibodies and/or Products (or Program-Benefited Antibodies or products incorporating them) by AdimabResearch Plan, its Affiliates or any entity(ies) deriving rights from any of them after a reversion, transfer or grant of rights with respect to the foregoing from Arsanis under Article 9 or pursuant to the exercise of Adimab’s rights under Sections 2.9 and/or 5.2(c); except in each case to the extent of any Losses (i) [***].. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. First Amended and Restated Development and Option Agreement