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 Calithera and its Affiliates and their respective directors, officers, employees and agents (the “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 (i) any breach by Incyte of any of its representations, warranties or covenants in this Agreement, (ii) the gross negligence or willful misconduct of any Incyte Indemnified Parties or any sublicensee of Incyte, and (iii) the Development, manufacture or Commercialization by or on behalf of Incyte, its Affiliates or sublicensees of any Licensed Compound or Licensed Product; provided that Incyte shall not defend, indemnify nor hold harmless Calithera Indemnified Parties from and against any losses, costs, damages, fees or expenses arising out of any Third Party claims for which Calithera is obligated to defend, indemnify or hold harmless the Incyte Indemnified Parties pursuant to Section 11.2. (b) In the event of any such claim against the Calithera Indemnified Parties by any Third Party, 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 Calithera within twenty (20) Business Days after receipt of notice from 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 Calithera; provided that the failure to provide timely notice of a claim by a Third Party shall not limit a Calithera Indemnified Party’s right for indemnification hereunder except to the extent such failure results in actual prejudice to Incyte. The 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 Calithera Indemnified Parties without Incyte’s prior written authorization. In addition, Incyte shall not be responsible for the indemnification or defense of any Incyte Indemnified Party to the extent arising from any 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 misconduct by any Calithera Indemnified Party or the breach by Calithera of any 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 Calithera Indemnified Parties by a governmental or criminal action seeking an injunction against Calithera, or (ii) if at the time that a claim for which indemnification may be sought under this Section 11.2, or at any time thereafter prior to the final resolution of such claim, a Bankruptcy Event of Incyte has occurred, 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 Calithera Lilly and its Affiliates and their respective directors, officers, employees and agents (the “Calithera Lilly Indemnified Parties”) from and against any losses, costs, damages, fees or expenses arising out of any Third Party claim to the extent relating to (ia) any breach by Incyte of any of its representations, warranties or covenants in obligations pursuant to this Agreement, or (iib) the gross negligence or willful misconduct of any Incyte Indemnified Parties or any sublicensee of Incyte, and (iiic) the Development, manufacture manufacture, Commercialization, use, sale or Commercialization other disposition by or on behalf of Incyte, its Affiliates or sublicensees of any Licensed Compound or Licensed Product; provided that Incyte shall not defend, indemnify nor hold harmless Calithera Indemnified Parties from and against any losses, costs, damages, fees or expenses arising out of any Third Party claims for which Calithera is obligated to defend, indemnify or hold harmless the Incyte Indemnified Parties pursuant to Section 11.2. (b) In the event of any such claim against the Calithera Lilly Indemnified Parties by any Third Party, Calithera Lilly shall promptly, and in any event within ten (10) Business Days, promptly notify Incyte in writing of the claim. Incyte shall have the right, exercisable by notice to Calithera Lilly within twenty (20) Business Days [***] after receipt of notice from Incyte 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, 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 Calithera; provided that the failure to provide timely notice of a claim by a Third Party shall not limit a Calithera Indemnified Party’s right for indemnification hereunder except to the extent such failure results in actual prejudice to IncyteLilly. The Calithera 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 Calithera Lilly Indemnified Parties without Incyte’s prior written authorization. In addition, Incyte shall not be responsible for the indemnification or defense of any Incyte Lilly Indemnified Party to the extent arising from any gross negligence negligent 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 misconduct acts by any Calithera Lilly Indemnified Party Party, or the breach by Calithera 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 Calithera Lilly Indemnified Parties by a governmental or criminal action seeking an injunction against Calithera▇▇▇▇▇, or (ii) if at the time that a claim for which indemnification may be sought under this Section 11.2, or at any time thereafter prior to the final resolution of such claim, a Bankruptcy Event of Incyte has occurred, 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) Subject to Section 9.1(b), Incyte agrees, at Incyte’s cost and expense, to defend, indemnify and hold harmless Calithera Agenus and its Affiliates Affiliates, and their respective directors, officers, employees and agents (the “Calithera 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 (i) any breach by Incyte of any of its representations, warranties or covenants in obligations pursuant to this Agreement, ; (ii) the gross negligence or willful misconduct of any Incyte Indemnified Parties or any sublicensee of Incyte, ; and (iii) except as otherwise provided in Section 9.3, the Development, manufacture Manufacture, Commercialization, use, sale or Commercialization other disposition by Incyte or on behalf of Incyte, its Affiliates or sublicensees Incyte Related Parties of any Licensed Compound Antibody or Licensed Product; provided that Incyte shall not defend, indemnify nor hold harmless Calithera Indemnified Parties from and against any losses, costs, damages, fees or expenses arising out of any Third Party claims for which Calithera is obligated to defend, indemnify or hold harmless the Incyte Indemnified Parties pursuant to Section 11.2. (b) In the event of any such claim against any of the Calithera Agenus Indemnified Parties by any Third Party, Calithera Agenus shall promptly, and in any event within ten (10) Business Days, promptly notify Incyte in writing of the claim. Subject to Section 9.1(c), Incyte shall have the right, exercisable by notice to Calithera Agenus within twenty (20) Business Days [**] after receipt of notice from Incyte 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, 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 Calithera; provided that the failure to provide timely notice of a claim by a Third Party shall not limit a Calithera Indemnified Party’s right for indemnification hereunder except to the extent such failure results in actual prejudice to IncyteAgenus. The Calithera 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 Calithera Agenus Indemnified Parties without Incyte’s prior written authorization. In addition, Incyte shall not be responsible for the indemnification or defense of any Incyte Agenus Indemnified Party to the extent arising from any gross negligence negligent 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 misconduct acts by any Calithera Agenus Indemnified Party or the breach by Calithera 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 Calithera Agenus Indemnified Parties by a governmental or criminal action seeking an injunction against CalitheraAgenus, or (ii) if at the time that a claim for which indemnification may be sought under this Section 11.2, or at any time thereafter prior to the final resolution of such claim, a Bankruptcy Event of Incyte has occurred, Calithera 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 Calithera Lilly and its Affiliates and their respective directors, officers, employees and agents (the “Calithera Lilly Indemnified Parties”) from and against any losses, costs, damages, fees or expenses arising out of any Third Party claim to the extent relating to (ia) any breach by Incyte of any of its representations, warranties or covenants in obligations pursuant to this Agreement, or (iib) the gross negligence or willful misconduct of any Incyte Indemnified Parties or any sublicensee of Incyte, and (iiic) the Development, manufacture manufacture, Commercialization, use, sale or Commercialization other disposition by or on behalf of Incyte, its Affiliates or sublicensees of any Licensed Compound or Licensed Product; provided that Incyte shall not defend, indemnify nor hold harmless Calithera Indemnified Parties from and against any losses, costs, damages, fees or expenses arising out of any Third Party claims for which Calithera is obligated to defend, indemnify or hold harmless the Incyte Indemnified Parties pursuant to Section 11.2. (b) In the event of any such claim against the Calithera Lilly Indemnified Parties by any Third Party, Calithera Lilly shall promptly, and in any event within ten (10) Business Days, promptly notify Incyte in writing of the claim. Incyte shall have the right, exercisable by notice to Calithera Lilly within twenty (20) Business Days *** after receipt of notice from Incyte 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, 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 Calithera; provided that the failure to provide timely notice of a claim by a Third Party shall not limit a Calithera Indemnified Party’s right for indemnification hereunder except to the extent such failure results in actual prejudice to IncyteLilly. The Calithera 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 Calithera Lilly Indemnified Parties without Incyte’s prior written authorization. In addition, Incyte shall not be responsible for the indemnification or defense of any Incyte Lilly Indemnified Party to the extent arising from any gross negligence negligent 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 misconduct acts by any Calithera Lilly Indemnified Party Party, or the breach by Calithera 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 Calithera Lilly Indemnified Parties by a governmental or criminal action seeking an injunction against Calithera▇▇▇▇▇, or (ii) if at the time that a claim for which indemnification may be sought under this Section 11.2, or at any time thereafter prior to the final resolution of such claim, a Bankruptcy Event of Incyte has occurred, 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 Calithera Novartis and its Affiliates and their respective directors, officers, employees and agents (the “Calithera Novartis Indemnified Parties”) from and against any losses, costs, damages, fees or expenses arising out of any Third Party claim to the extent relating to (ia) any breach by Incyte of any of its representations, warranties or covenants in obligations pursuant to this Agreement, or (iib) the gross negligence or willful misconduct of any Incyte Indemnified Parties or any sublicensee of Incyte, and (iiic) the Development, manufacture manufacture, Commercialization, use, sale or Commercialization other disposition 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 provided, however, that Incyte shall not defend, indemnify nor hold harmless Calithera Novartis Indemnified Parties from and against any losses, costs, damages, fees or expenses arising out of any Third Party claims for which Calithera is obligated pertaining directly to defend, indemnify or hold harmless the Incyte Indemnified Parties pursuant to Section 11.2Novartis IP. (b) In the event of any such claim against the Calithera Novartis Indemnified Parties by any Third Party, Calithera Novartis 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 Calithera Novartis within twenty (20) Business Days [***] after receipt of notice from Incyte 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, 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 CalitheraNovartis; provided that the failure to provide timely notice of a claim by a Third Party shall not limit a Calithera 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 Calithera 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 Calithera Novartis Indemnified Parties without Incyte’s prior written authorization. In addition, Incyte shall not be responsible for the indemnification or defense of any Incyte Novartis Indemnified Party to the extent arising from any gross negligence negligent 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 misconduct acts by any Calithera Novartis Indemnified Party Party, or the breach by Calithera 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 Calithera Novartis Indemnified Parties by a governmental or criminal action seeking an injunction against CalitheraNovartis, or (ii) if at the time that a claim for which indemnification may be sought under this Section 11.210.2, or at any time thereafter prior to the final resolution of such claim, a Bankruptcy Event of Incyte has occurred, Calithera 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) Incyte agrees, at Incyte’s cost and expense, to defend, indemnify and hold harmless Calithera Merus and its Affiliates and sublicensees and their respective directors, officers, employees employees, subcontractors (including contract research organizations and contract manufacturers), and agents (the “Calithera Merus Indemnified Parties”) from and against any losses, costs, damages, fees or expenses arising out of any Third Party claim to the extent against such Merus Indemnified Parties relating to (i) any breach by Incyte of any of its representations, warranties warranties, or covenants in obligations pursuant to this Agreement, ; (ii) the gross negligence or willful misconduct of any Incyte Indemnified Parties or any sublicensee of Incyte, and ; (iii) the breach of Incyte’s obligations under the [*] Discovery Plan, any Novel Discovery Plans, or Research Plans; and (iv) Incyte’s, its Affiliates’ or sublicensees’ Development, manufacture or Commercialization by of (A) Program 1 Antibody and Program 1 Product for the Incyte Territory or on behalf of Incyte(B) Program 2 Antibody, its Affiliates or sublicensees of any Licensed Compound or Licensed Program 2 Product, [*] Antibodies, [*] Products, Novel Program Antibodies and Novel Program Products worldwide; provided that Incyte shall not defend, indemnify nor hold harmless Calithera Merus Indemnified Parties from and against any losses, costs, damages, fees or expenses arising out of any Third Party claims for which Calithera Merus is obligated to defend, indemnify or hold harmless the Incyte Indemnified Parties pursuant to Section 11.2. (b) In the event of any such claim against the Calithera Merus Indemnified Parties by any Third Party, Calithera Merus 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 Calithera Merus within twenty (20) Business Days [*] after receipt of notice from Incyte 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, 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 CalitheraMerus; provided that the failure to provide timely notice of a claim by a Third Party shall not limit a Calithera Merus Indemnified Party’s right for indemnification hereunder except to the extent such failure results in actual prejudice to Incyte. The Calithera 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 Calithera Merus Indemnified Parties without Incyte’s prior written authorization. In addition, Incyte shall not be responsible for the indemnification or defense of any Incyte Indemnified Party to the extent arising from any gross negligence negligent 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 misconduct acts by any Calithera Merus Indemnified Party or the breach by Calithera Merus of any 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 Calithera Merus Indemnified Parties by a governmental or criminal action seeking an injunction against CalitheraMerus, or (ii) if at the time that a claim for which indemnification may be sought under this Section 11.2, or at any time thereafter prior to the final resolution of such claim, a Bankruptcy Event of Incyte has occurred, Calithera 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