By Moderna. MODERNA hereby represents and warrants to LONZA as of the Effective Date that, to the best of its knowledge, ((a)) it has the requisite intellectual property related to the MODERNA Technology and MODERNA Manufacturing Know-How to enable the performance of LONZA’s obligations under this Agreement, and ((b)) the performance of the Services and the production by LONZA of the Product as contemplated in this Agreement will not infringe the intellectual property rights of any Third Party. Such representation and warranty will not apply to any LONZA Equipment to the extent that such LONZA Equipment is the sole basis for the infringement of the intellectual property rights of a Third Party.
By Moderna. Subject to Section 10.1.3 (Procedure), Moderna shall defend, indemnify and hold harmless Metagenomi, its Affiliates, and their respective directors, officers, employees and agents (each, an “Metagenomi Indemnitee”) from and against any and all Losses to which any Metagenomi Indemnitee may become subject as a result of any Claim to the extent such Losses arise out of: (a) the gross negligence or willful misconduct of Moderna or its Affiliates in connection with its activities under this Agreement; or (b) the breach of this Agreement by Moderna or the breach of representations, warranties and covenants made hereunder by Moderna; except, in each case, to the extent such Losses result from (i) matters subject to clause (a) or (b) of Section 10.1.1 (By Metagenomi) or (ii) an Metagenomi Indemnitee’s negligence.
By Moderna. Moderna agrees to defend CytomX, its Affiliates and their respective directors, officers, employees and agents (the “CytomX Indemnified Parties”), at Moderna’s cost and expense, and will indemnify and hold CytomX and the other CytomX Indemnified Parties harmless from and against any Losses in connection with any Third Party Claims to the extent arising out of or resulting from [***]; except, in each case, to the extent such Losses result from clause (a), (b) or (c) of Section 10.1.1 (Indemnity—By CytomX). 37
By Moderna. Subject to Section 10.3, Moderna shall defend, indemnify and hold harmless Immatics, its Affiliates and their respective directors, officers, employees and agents (each an “Immatics Indemnitee”) from and against any and all Losses to which any Immatics Indemnitee may become subject as a result of any Claim to the extent such Losses arise out of: [**]; except, in each case, [**].
By Moderna. Without limiting Section 10.2 of the CLA and subject to Section 10.3 of the CLA, Moderna shall defend, indemnify and hold harmless each Immatics Indemnitee from and against any and all Losses to which any Immatics Indemnitee may become subject as a result of any Claim to the extent such Losses arise out of: (a) the conduct of Moderna’s Research Program Activities, to the extent such conduct is not in accordance with the Research Plan or Applicable Law, (b) a claim of infringement of intellectual property rights of a Third Party arising from the use of the Moderna Product in connection with the Combination Therapy Trial, (c) any breach by Moderna of any provision of this Project Agreement, (d) any injury to a subject in the Combination Therapy Trial to the extent that such injury relates to the Moderna Product, (e) the use by Moderna, its Affiliates, contractors or Sublicensees of Combination Therapy Data, Moderna Data, Moderna Study Inventions, Moderna Study Patents, Combination Therapy Inventions and Combination Therapy Patents, or (f) the Exploitation of Moderna Products outside of this Project Agreement, except, in each case, to the extent such Losses result from matters subject to clause (a)–(f) of Section 11.1.
