Common use of By Partner Clause in Contracts

By Partner. Partner will indemnify and hold harmless ImmunoGen and its Affiliates, and their respective directors, officers, employees, successors, heirs and assigns, and agents (individually and collectively, the “ImmunoGen Indemnitees”) from and against all Losses incurred in connection with any Third Party Claims to the extent arising from or relating to (a) the Exploitation of the Licensed Products by or on behalf of Partner or any of its Affiliates, Sublicensees, or Subcontractors, including product liability ([***]) and intellectual property claims arising from such Exploitation, (b) the negligence or willful misconduct of Partner or any of its Affiliates, Sublicensees, or Subcontractors, (c) Partner’s breach of any of its representations, warranties, covenants, or obligations set forth in or entered into pursuant to this Agreement, (d) the failure of Partner or any of its Affiliates, Sublicensees, or Subcontractors to abide by any Applicable Law, (e) any claim or demand from any employee or contractor of Partner or its Affiliate who is an inventor of any Product Invention Technology or Joint Collaboration Technology with respect to the ownership thereof, or (f) the holding by ImmunoGen of any Regulatory Submissions, Regulatory Approvals, or Reimbursement Approvals on behalf of Partner, in each case of clauses (a) through (f) above, except to the extent such Third Party Claims arise out of a ImmunoGen Indemnitee’s negligence or willful misconduct, breach of this Agreement, failure to abide by any Applicable Law, or to the extent otherwise indemnifiable by ImmunoGen under Section 13.2 (By ImmunoGen).

By Partner. Partner will indemnify and hold harmless ImmunoGen Kiniksa and its Affiliates, and their respective directors, officers, employees, successors, heirs and assigns, and agents (individually and collectively, the “ImmunoGen Kiniksa Indemnitees”) from and against all Losses incurred in connection with any Third Party Claims to the extent arising from or relating to (a) the Exploitation of the Licensed Products Product by or on behalf of Partner or any of its Affiliates, Sublicensees, or Subcontractors, including product liability ([***]) and intellectual property claims arising from such Exploitation, (b) any failure to initiate a recall or market withdrawal of the Licensed Product in the Territory, (c) the negligence or willful misconduct of Partner or any of its Affiliates, Sublicensees, or Subcontractors, (cd) Partner’s breach by Partner or any of its Affiliates, Sublicensees, or Subcontractors of any of its Partner’s representations, warranties, covenants, or obligations set forth in or entered into pursuant to this Agreement, (de) the failure of Partner or any of its Affiliates, Sublicensees, or Subcontractors to abide by any Applicable Law, (ef) any claim or demand from any employee or contractor of Partner or its Affiliate who is an inventor of any Product Invention Technology Assigned Collaboration Technology, or Joint Collaboration Technology with respect to the ownership thereofthereof under Applicable Law in the Territory, or (fg) the holding by ImmunoGen of Kiniksa of, or action by Kiniksa related to, any Regulatory Submissions, Regulatory Approvals, or Reimbursement Approvals on behalf of Partner, in each case of clauses (a) through (fg) above, except to the extent such Third Party Claims arise out of a ImmunoGen Kiniksa Indemnitee’s negligence or willful misconduct, breach of this Agreement, or failure to abide by any Applicable Law, Law or to the extent otherwise indemnifiable by ImmunoGen Kiniksa under Section 13.2 (Indemnification; By ImmunoGenKiniksa).

By Partner. Partner will indemnify and hold harmless ImmunoGen uniQure and its Affiliates, and their respective directors, officers, employees, successors, heirs and assigns, and agents ​ ​ (individually and collectively, the “ImmunoGen uniQure Indemnitees”) from and against all Losses incurred in connection with any Third Party Claims to the extent arising from or relating to (a) the Exploitation of the any Licensed Products Product by or on behalf of Partner or any of its Affiliates, Sublicensees, or Subcontractors, including including, after the Manufacturing Responsibility Cutover Date, product liability ([***]) and intellectual property claims arising from such ExploitationLicensed Product Manufactured by or on behalf of Partner or any of its Affiliates, Sublicensees, or Subcontractors or from any other Manufacturing activities for which Partner or any of its Affiliates, Sublicensees, or Subcontractors has responsibility, (b) Partner’s actions (or omissions) in the performance of its obligations with respect to Regulatory Submissions or interactions with Regulatory Authorities, in each case, as the Regulatory Responsible Party, (c) the gross negligence or willful misconduct of Partner or any of its Affiliates, Sublicensees, or Subcontractors, (cd) the fraud of Partner or any of its controlled Affiliates, (e) Partner’s breach of any of its representations, warranties, covenants, or obligations set forth in or entered into pursuant to this Agreement; provided that, solely with respect to indemnification by Partner under this Section 11.1 (By Partner) for Third Party Claims, for purposes of determining whether any breach of any representation or warranty made by Partner in Section 10.3 (Representations and Warranties of Partner) has occurred and the amount of Losses resulting therefrom, arising in connection therewith, or relating thereto, the terms “material adverse effect” and other similar qualifications based upon materiality will be disregarded and given no effect, (df) the failure of Partner or any of its Affiliates, Sublicensees, or Subcontractors to abide by any Applicable Law, or (eg) any claim or demand from any employee or contractor of Partner or any of its Affiliate Affiliates who is an inventor of any Product Invention Technology or Joint Collaboration Technology with respect to the ownership thereof, or (f) the holding by ImmunoGen of any Regulatory Submissions, Regulatory Approvals, or Reimbursement Approvals on behalf of Partner, in each case of clauses (a) through (fg) above, except to the extent such Third Party Claims arise out of a ImmunoGen uniQure Indemnitee’s negligence or gross negligence, willful misconduct, or fraud, breach of this Agreement, or failure to abide by any Applicable Law, or to the extent otherwise indemnifiable by ImmunoGen under Section 13.2 (By ImmunoGen).

By Partner. Partner will indemnify and hold harmless ImmunoGen Kiniksa and its Affiliates, and their respective directors, officers, employees, successors, heirs and assigns, and agents (individually and collectively, the “ImmunoGen Kiniksa Indemnitees”) from and against all Losses incurred in connection with any Third Party Claims to the extent arising from or relating to (a) the Exploitation of the Licensed Products Product by or on behalf of Partner or any of its Affiliates, Sublicensees, or Subcontractors, including product liability ([***]) and intellectual property claims arising from such Exploitation, (b) the negligence or willful misconduct of Partner or any of its Affiliates, Sublicensees, or Subcontractors, (c) Partner’s breach by Partner or any of its Affiliates, Sublicensees, or Subcontractors of any of its Partner’s representations, warranties, covenants, or obligations set forth in or entered into pursuant to this Agreement, (d) the failure of Partner or any of its Affiliates, Sublicensees, or Subcontractors to abide by any Applicable Law, (e) any claim or demand from any employee or contractor of Partner or its Affiliate who is an inventor of any Product Invention Technology Assigned Collaboration Technology, or Joint Collaboration Technology with respect to the ownership thereofthereof under Applicable Law in the Territory, or (f) the holding by ImmunoGen of Kiniksa of, or action by Kiniksa related to, any Regulatory Submissions, Regulatory Approvals, or Reimbursement Approvals on behalf of Partner, in each case of clauses (a) through (f) above, except to the extent such Third Party Claims arise out of a ImmunoGen Kiniksa Indemnitee’s negligence or willful misconduct, breach of this Agreement, or failure to abide by any Applicable Law, Law or to the extent otherwise indemnifiable by ImmunoGen Kiniksa under Section 13.2 (Indemnification; By ImmunoGenKiniksa).