Common use of By Incyte Clause in Contracts

By Incyte. (a) Incyte agrees, at Incyte’s cost and expense, to defend, indemnify and hold harmless Novartis and its Affiliates and their respective directors, officers, employees and agents (the “Novartis Indemnified Parties”) from and against any losses, costs, damages, fees or expenses arising out of any Third Party claim relating to (a) any breach by Incyte of any of its representations, warranties or obligations pursuant to this Agreement, or (b) the gross negligence or willful misconduct of Incyte, and (c) the Development, manufacture, Commercialization, use, sale or other disposition by Incyte, its Affiliates or sublicensees of any JAK Licensed Compound, JAK Licensed Product, c-MET Licensed Compound or c-MET Licensed Product; provided, however, that Incyte shall not defend, indemnify nor hold harmless Novartis Indemnified Parties from and against any losses, costs, damages, fees or expenses arising out of any Third Party claims pertaining directly to the Novartis IP. (b) In the event of any such claim against the Novartis Indemnified Parties by any Third Party, Novartis shall promptly, and in any event within [***], notify Incyte in writing of the claim. Incyte shall have the right, exercisable by notice to Novartis within [***] after receipt of notice from Novartis of the claim, to assume direction and control of the defense, litigation, settlement, appeal or other disposition of the claim (including the right to settle the claim solely for monetary consideration) with counsel selected by Incyte and reasonably acceptable to Novartis; provided that the failure to provide timely notice of a claim by a Third Party shall not limit a Novartis Indemnified Party’s right for indemnification hereunder except to the extent such failure results in actual prejudice to Incyte; and provided further that before entering into a settlement, Incyte shall provide Novartis with a bond, or other evidence reasonably satisfactory to Novartis that Incyte has readily available funds, in either case in an amount sufficient to indemnify Novartis in full promptly thereafter. The Novartis Indemnified Parties shall cooperate with Incyte and may, at their option and expense, be separately represented in any such action or proceeding. Incyte shall not be liable for any litigation costs or expenses incurred by the Novartis Indemnified Parties without Incyte’s prior written authorization. In addition, Incyte shall not be responsible for the indemnification or defense of any Novartis Indemnified Party to the extent arising from any negligent or intentional acts by any Novartis Indemnified Party, or the breach by Novartis of any representation, obligation or warranty under this Agreement, or any claims compromised or settled without its prior written consent. (c) Notwithstanding anything to the contrary above: (i) in the event of any such claim against the Novartis Indemnified Parties by a governmental or criminal action seeking an injunction against Novartis, or (ii) if at the time that a claim for which indemnification may be sought under this Section 10.2, or at any time thereafter prior to the final resolution of such claim, a Bankruptcy Event of Incyte has occurred, Novartis shall have the right to control the defense, litigation, settlement, appeal or other disposition of the claim at Incyte’s expense.

By Incyte. (a) Subject to Section 9.1(b), Incyte agrees, at Incyte’s cost and expense, to defend, indemnify and hold harmless Novartis Agenus and its Affiliates Affiliates, and their respective directors, officers, employees and agents (the “Novartis Agenus Indemnified Parties”) from and against any losses, costs, damages, fees or expenses (“Losses”) arising out of any Third Party claim to the extent relating to (ai) any breach by Incyte of any of its representations, warranties or obligations pursuant to this Agreement, or ; (bii) the gross negligence or willful misconduct of Incyte, ; and (ciii) except as otherwise provided in Section 9.3, the Development, manufactureManufacture, Commercialization, use, sale or other disposition by Incyte, its Affiliates Incyte or sublicensees Incyte Related Parties of any JAK Licensed Compound, JAK Licensed Antibody or Product, c-MET Licensed Compound or c-MET Licensed Product; provided, however, that Incyte shall not defend, indemnify nor hold harmless Novartis Indemnified Parties from and against any losses, costs, damages, fees or expenses arising out of any Third Party claims pertaining directly to the Novartis IP. (b) In the event of any such claim against any of the Novartis Agenus Indemnified Parties by any Third Party, Novartis Agenus shall promptly, and in any event within [***], promptly notify Incyte in writing of the claim. Subject to Section 9.1(c), Incyte shall have the right, exercisable by notice to Novartis Agenus within [***] after receipt of notice from Novartis Agenus of the claim, to assume direction and control of the defense, litigation, settlement, appeal or other disposition of the claim (including the right to settle the claim solely for monetary consideration) with counsel selected by Incyte and reasonably acceptable to Novartis; provided that the failure to provide timely notice of a claim by a Third Party shall not limit a Novartis Indemnified Party’s right for indemnification hereunder except to the extent such failure results in actual prejudice to Incyte; and provided further that before entering into a settlement, Incyte shall provide Novartis with a bond, or other evidence reasonably satisfactory to Novartis that Incyte has readily available funds, in either case in an amount sufficient to indemnify Novartis in full promptly thereafterAgenus. The Novartis Agenus Indemnified Parties shall cooperate with Incyte and may, at their option and expense, be separately represented in any such action or proceeding. Incyte shall not be liable for any litigation costs or expenses incurred by the Novartis Agenus Indemnified Parties without Incyte’s prior written authorization. In addition, Incyte shall not be responsible for the indemnification or defense of any Novartis Agenus Indemnified Party to the extent arising from any negligent or intentional acts by any Novartis Agenus Indemnified Party, Party or the breach by Novartis Agenus of any representation, obligation or warranty under this Agreement, or any claims compromised or settled without its prior written consent. Notwithstanding the foregoing, Incyte shall not settle a Third Party claim without the prior written consent of Agenus, if such settlement would impose any monetary obligation on Agenus or require Agenus to submit to an injunction. (c) Notwithstanding anything to the contrary above: (i) , in the event of any such claim against the Novartis Agenus Indemnified Parties by a governmental or criminal action seeking an injunction against NovartisAgenus, or (ii) if at the time that a claim for which indemnification may be sought under this Section 10.2, or at any time thereafter prior to the final resolution of such claim, a Bankruptcy Event of Incyte has occurred, Novartis Agenus shall have the right to control the defense, litigation, settlement, appeal or other disposition of the claim at Incyte’s expense.

By Incyte. (a) Incyte agrees, at Incyte’s cost and expense, to defend, indemnify and hold harmless Novartis Merus and its Affiliates and sublicensees and their respective directors, officers, employees employees, subcontractors (including contract research organizations and contract manufacturers), and agents (the “Novartis Merus Indemnified Parties”) from and against any losses, costs, damages, fees or expenses arising out of any Third Party claim against such Merus Indemnified Parties relating to (ai) any breach by Incyte of any of its representations, warranties warranties, or obligations pursuant to this Agreement, or ; (bii) the gross negligence or willful misconduct of Incyte; (iii) the breach of Incyte’s obligations under the [*] Discovery Plan, any Novel Discovery Plans, or Research Plans; and (civ) the Incyte’s, its Affiliates’ or sublicensees’ Development, manufacturemanufacture or Commercialization of (A) Program 1 Antibody and Program 1 Product for the Incyte Territory or (B) Program 2 Antibody, Commercialization, use, sale or other disposition by Incyte, its Affiliates or sublicensees of any JAK Licensed Compound, JAK Licensed Program 2 Product, c-MET Licensed Compound or c-MET Licensed Product[*] Antibodies, [*] Products, Novel Program Antibodies and Novel Program Products worldwide; provided, however, provided that Incyte shall not defend, indemnify nor hold harmless Novartis Merus Indemnified Parties from and against any losses, costs, damages, fees or expenses arising out of any Third Party claims pertaining directly for which Merus is obligated to defend, indemnify or hold harmless the Novartis IPIncyte Indemnified Parties pursuant to Section 11.2. (b) In the event of any such claim against the Novartis Merus Indemnified Parties by any Third Party, Novartis Merus shall promptly, and in any event within [***], notify Incyte in writing of the claim. Incyte shall have the right, exercisable by notice to Novartis Merus within [***] after receipt of notice from Novartis Merus of the claim, to assume direction and control of the defense, litigation, settlement, appeal or other disposition of the claim (including the right to settle the claim solely for monetary consideration) with counsel selected by Incyte and reasonably acceptable to NovartisMerus; provided that the failure to provide timely notice of a claim by a Third Party shall not limit a Novartis Merus Indemnified Party’s right for indemnification hereunder except to the extent such failure results in actual prejudice to Incyte; and provided further that before entering into a settlement, Incyte shall provide Novartis with a bond, or other evidence reasonably satisfactory to Novartis that Incyte has readily available funds, in either case in an amount sufficient to indemnify Novartis in full promptly thereafter. The Novartis Merus Indemnified Parties shall cooperate with Incyte and may, at their option and expense, be separately represented in any such action or proceeding. Merus will have the right to provide input on all decisions regarding the defense, litigation, settlement, appeal or other disposition of any such claim, and Incyte shall consider all such input in good faith. Merus shall not be liable for any litigation costs or expenses incurred by the Novartis Merus Indemnified Parties without Incyte’s prior written authorization. In addition, Incyte shall not be responsible for the indemnification or defense of any Novartis Incyte Indemnified Party to the extent arising from any negligent or intentional acts by any Novartis Merus Indemnified Party, Party or the breach by Novartis Merus of any representation, obligation or warranty under this Agreement, or any claims compromised or settled without its prior written consent. (c) Notwithstanding anything to the contrary above: , (i) in the event of any such claim against the Novartis Merus Indemnified Parties by a governmental or criminal action seeking an injunction against NovartisMerus, or (ii) if at the time that a claim for which indemnification may be sought under this Section 10.211.2, or at any time thereafter prior to the final resolution of such claim, a Bankruptcy Event of Incyte has occurred, Novartis Merus shall have the right to control the defense, litigation, settlement, appeal or other disposition of the claim at Incyte’s expense.[*]. [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Confidential Treatment Requested Under 17 C.F.R.§§ 200.80(b)(4) and 240-24b-2

By Incyte. (a) Incyte agrees, at Incyte’s cost and expense, to defend, indemnify and hold harmless Novartis Calithera and its Affiliates and their respective directors, officers, employees and agents (the “Novartis Calithera Indemnified Parties”) from and against any losses, costs, damages, fees or expenses arising out of any Third Party claim to the extent relating to (ai) any breach by Incyte of any of its representations, warranties or obligations pursuant to covenants in this Agreement, or (bii) the gross negligence or willful misconduct of any Incyte Indemnified Parties or any sublicensee of Incyte, and (ciii) the Development, manufacture, Commercialization, use, sale manufacture or other disposition Commercialization by or on behalf of Incyte, its Affiliates or sublicensees of any JAK Licensed Compound, JAK Licensed Product, c-MET Licensed Compound or c-MET Licensed Product; provided, however, provided that Incyte shall not defend, indemnify nor hold harmless Novartis Calithera Indemnified Parties from and against any losses, costs, damages, fees or expenses arising out of any Third Party claims pertaining directly for which Calithera is obligated to defend, indemnify or hold harmless the Novartis IPIncyte Indemnified Parties pursuant to Section 11.2. (b) In the event of any such claim against the Novartis Calithera Indemnified Parties by any Third Party, Novartis Calithera shall promptly, and in any event within [***]ten (10) Business Days, notify Incyte in writing of the claim. Incyte shall have the right, exercisable by notice to Novartis Calithera within [***] twenty (20) Business Days after receipt of notice from Novartis Incyte of the claim, to assume direction and control of the defense, litigation, settlement, appeal or other disposition of the claim (including the right to settle the claim solely for monetary consideration, but shall not have the right to otherwise settle the claim without Calithera’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed) with counsel selected by Incyte and reasonably acceptable to NovartisCalithera; provided that the failure to provide timely notice of a claim by a Third Party shall not limit a Novartis Calithera Indemnified Party’s right for indemnification hereunder except to the extent such failure results in actual prejudice to Incyte; and provided further that before entering into a settlement, Incyte shall provide Novartis with a bond, or other evidence reasonably satisfactory to Novartis that Incyte has readily available funds, in either case in an amount sufficient to indemnify Novartis in full promptly thereafter. The Novartis Calithera Indemnified Parties shall cooperate with Incyte and may, at their option and expense, be separately represented in any such action or proceeding. Incyte shall not be liable for any litigation costs or expenses incurred by the Novartis Calithera Indemnified Parties without Incyte’s prior written authorization. In addition, Incyte shall not be responsible for the indemnification or defense of any Novartis Incyte Indemnified Party to the extent arising from any negligent gross negligence or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. intentional acts misconduct by any Novartis Calithera Indemnified Party, Party or the breach by Novartis Calithera of any representation, obligation or warranty under this Agreement, or any claims compromised or settled without its prior written consent. (c) Notwithstanding anything to the contrary above: , (i) in the event of any such claim against the Novartis Calithera Indemnified Parties by a governmental or criminal action seeking an injunction against NovartisCalithera, or (ii) if at the time that a claim for which indemnification may be sought under this Section 10.211.2, or at any time thereafter prior to the final resolution of such claim, a Bankruptcy Event of Incyte has occurred, Novartis Calithera shall have the right to control the defense, litigation, settlement, appeal or other disposition of the claim at Incyte’s expense.

By Incyte. (a) Incyte agrees, at Incyte’s cost and expense, to defend, indemnify and hold harmless Novartis Lilly and its Affiliates and their respective directors, officers, employees and agents (the “Novartis Lilly Indemnified Parties”) from and against any losses, costs, damages, fees or expenses arising out of any Third Party claim relating to (a) any breach by Incyte of any of its representations, warranties or obligations pursuant to this Agreement, or (b) the gross negligence or willful misconduct of Incyte, and (c) the Development, manufacture, Commercialization, use, sale or other disposition by Incyte, its Affiliates or sublicensees of any JAK Licensed Compound, JAK Licensed Product, c-MET Licensed Compound or c-MET Licensed Product; provided, however, that Incyte shall not defend, indemnify nor hold harmless Novartis Indemnified Parties from and against any losses, costs, damages, fees or expenses arising out of any Third Party claims pertaining directly to the Novartis IP. (b) In the event of any such claim against the Novartis Lilly Indemnified Parties by any Third Party, Novartis Lilly shall promptly, and in any event within [***], promptly notify Incyte in writing of the claim. Incyte shall have the right, exercisable by notice to Novartis Lilly within [***] * after receipt of notice from Novartis Lilly of the claim, to assume direction and control of the defense, litigation, settlement, appeal or other disposition of the claim (including the right to settle the claim solely for monetary consideration) with counsel selected by Incyte and reasonably acceptable to Novartis; provided that the failure to provide timely notice of a claim by a Third Party shall not limit a Novartis Indemnified Party’s right for indemnification hereunder except to the extent such failure results in actual prejudice to Incyte; and provided further that before entering into a settlement, Incyte shall provide Novartis with a bond, or other evidence reasonably satisfactory to Novartis that Incyte has readily available funds, in either case in an amount sufficient to indemnify Novartis in full promptly thereafterLilly. The Novartis Lilly Indemnified Parties shall cooperate with Incyte and may, at their option and expense, be separately represented in any such action or proceeding. Incyte shall not be liable for any litigation costs or expenses incurred by the Novartis Lilly Indemnified Parties without Incyte’s prior written authorization. In addition, Incyte shall not be responsible for the indemnification or defense of any Novartis Lilly Indemnified Party to the extent arising from any negligent or intentional acts by any Novartis Lilly Indemnified Party, or the breach by Novartis Lilly of any representation, obligation or warranty under this Agreement, or any claims compromised or settled without its prior written consent. Notwithstanding the foregoing, Incyte shall not settle a Third Party claim without the written consent of Lilly, if such settlement would impose any monetary obligation on Lilly or require Lilly to submit to an injunction. (c) Notwithstanding anything to the contrary above: (i) , in the event of any such claim against the Novartis Lilly Indemnified Parties by a governmental or criminal action seeking an injunction against NovartisXxxxx, or (ii) if at the time that a claim for which indemnification may be sought under this Section 10.2, or at any time thereafter prior to the final resolution of such claim, a Bankruptcy Event of Incyte has occurred, Novartis Xxxxx shall have the right to control the defense, litigation, settlement, appeal or other disposition of the claim at Incyte’s expense.

By Incyte. (a) Incyte agrees, at Incyte’s cost and expense, to defend, indemnify and hold harmless Novartis Lilly and its Affiliates and their respective directors, officers, employees and agents (the “Novartis Lilly Indemnified Parties”) from and against any losses, costs, damages, fees or expenses arising out of any Third Party claim relating to (a) any breach by Incyte of any of its representations, warranties or obligations pursuant to this Agreement, or (b) the gross negligence or willful misconduct of Incyte, and (c) the Development, manufacture, Commercialization, use, sale or other disposition by Incyte, its Affiliates or sublicensees of any JAK Licensed Compound, JAK Licensed Product, c-MET Licensed Compound or c-MET Licensed Product; provided, however, that Incyte shall not defend, indemnify nor hold harmless Novartis Indemnified Parties from and against any losses, costs, damages, fees or expenses arising out of any Third Party claims pertaining directly to the Novartis IP. (b) In the event of any such claim against the Novartis Lilly Indemnified Parties by any Third Party, Novartis Lilly shall promptly, and in any event within [***], promptly notify Incyte in writing of the claim. Incyte shall have the right, exercisable by notice to Novartis Lilly within [***] after receipt of notice from Novartis Lilly of the claim, to assume direction and control of the defense, litigation, settlement, appeal or other disposition of the claim (including the right to settle the claim solely for monetary consideration) with counsel selected by Incyte and reasonably acceptable to Novartis; provided that the failure to provide timely notice of a claim by a Third Party shall not limit a Novartis Indemnified Party’s right for indemnification hereunder except to the extent such failure results in actual prejudice to Incyte; and provided further that before entering into a settlement, Incyte shall provide Novartis with a bond, or other evidence reasonably satisfactory to Novartis that Incyte has readily available funds, in either case in an amount sufficient to indemnify Novartis in full promptly thereafterLilly. The Novartis Lilly Indemnified Parties shall cooperate with Incyte and may, at their option and expense, be separately represented in any such action or proceeding. Incyte shall not be liable for any litigation costs or expenses incurred by the Novartis Lilly Indemnified Parties without Incyte’s prior written authorization. In addition, Incyte shall not be responsible for the indemnification or defense of any Novartis Lilly Indemnified Party to the extent arising from any negligent or intentional acts by any Novartis Lilly Indemnified Party, or the breach by Novartis Lilly of any representation, obligation or warranty under this Agreement, or any claims compromised or settled without its prior written consent. Notwithstanding the foregoing, Incyte shall not settle a Third Party claim without the written consent of Lilly, if such settlement would impose any monetary obligation on Lilly or require Lilly to submit to an injunction. (c) Notwithstanding anything to the contrary above: (i) , in the event of any such claim against the Novartis Lilly Indemnified Parties by a governmental or criminal action seeking an injunction against NovartisXxxxx, or (ii) if at the time that a claim for which indemnification may be sought under this Section 10.2, or at any time thereafter prior to the final resolution of such claim, a Bankruptcy Event of Incyte has occurred, Novartis Xxxxx shall have the right to control the defense, litigation, settlement, appeal or other disposition of the claim at Incyte’s expense.