Common use of DFCI Clause in Contracts

DFCI. (a) ADAPTIMMUNE shall indemnify, defend and hold harmless DFCI and its trustees, officers, medical and professional staff, employees and agents and their respective successors, heirs and assigns (the “DFCI INDEMNITEES”), against any liability, damage, loss or expense (including reasonable attorneys’ fees and expenses of litigation) incurred by or imposed upon the DFCI INDEMNITEES, or any one of them, in connection with any THIRD PARTY claims, suits, actions, demands or judgments (i) arising out of the design, production, manufacture, sale, use in commerce, lease or promotion by ADAPTIMMUNE or by an AFFILIATE or agent of ADAPTIMMUNE, of any product, process or service relating to, or developed pursuant to this SUB-LICENSE or (ii) arising out of any other activities to be carried out by ADAPTIMMUNE or its AFFILIATES pursuant to this SUB-LICENSE. (b) ADAPTIMMUNE’s indemnification under Section 12.3(a) shall not apply to any liability, damage, loss or expense to the extent that it is attributable to (i) the negligent activities of the DFCI INDEMNITEES, (ii) the intentional wrongdoing or intentional misconduct of the DFCI INDEMNITEES, (iii) any DFCI INDEMNITEE’s use of any LICENSED T CELL ***Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. PRODUCT or LICENSED T CELL METHOD, or (iv) any DFCI INDEMNITEE’s exercise of any rights by DCFI reserved hereunder or under the PARENT LICENSE. (c) At such time as any product, process or service relating to, or developed pursuant to, this SUB-LICENSE is being commercially distributed or sold (other than for the purpose of obtaining regulatory approvals) by ADAPTIMMUNE or by an AFFILIATE or agent of ADAPTIMMUNE, ADAPTIMMUNE shall, at its sole cost and expense, procure and maintain policies of product liability insurance in amounts not less than *** per incident and *** annual aggregate and naming DFCI as an additional insured. If ADAPTIMMUNE elects to self-insure all or part of the limits described above (including deductibles or retentions which are in excess of *** annual aggregate), such self-insurance program must be acceptable to DFCI and DFCI’s associated Risk Management Foundation. The minimum amounts of insurance coverage required under these provisions shall not be construed to create a limit of ADAPTIMMUNE’s liability with respect to its indemnification obligation under Section 12.3(a) of this SUB-LICENSE. (d) ADAPTIMMUNE shall provide LTC with written evidence of such insurance upon request for onward transmission to DFCI. ADAPTIMMUNE shall provide LTC with written notice at least *** prior to the cancellation, non-renewal or material change in such insurance, which notice LTC shall provide to DFCI; if ADAPTIMMUNE does not obtain replacement insurance providing comparable coverage within such *** period, or a self-insurance program described in Section 12.3(c), DFCI shall have the right to require LTC to terminate this SUB-LICENSE pursuant to Article 8. (e) ADAPTIMMUNE shall maintain such product liability insurance beyond the expiration or termination of this SUB-LICENSE during (i) the period that any product, process, or service, relating to, or developed pursuant to, this SUB-LICENSE is being commercially distributed or sold (other than for the purpose of obtaining regulatory approvals) by ADAPTIMMUNE or by a ADAPTIMMUNE, AFFILIATE or agent of ADAPTIMMUNE and (ii) a reasonable period after the period referred to in clause (i) above which in no event shall be less than fifteen (15) years. (f) In the event any such action is commenced or claim made or threatened against DFCI or other DFCI INDEMNITEES as to which ADAPTIMMUNE may be obligated to indemnify it (them) or hold it (them) harmless, DFCI or the other DFCI INDEMNITEES shall promptly notify LTC, who will notify ADAPTIMMUNE of such event. ADAPTIMMUNE shall assume the defense of, and may settle, with counsel of its own choice and at its sole expense, that part of any such claim or action commenced or made against DFCI (or other DFCI INDEMNITEES) which relates to ADAPTIMMUNE’s indemnification, and ADAPTIMMUNE may take such other steps as may be necessary to protect itself. Any DFCI INDEMNITEE may participate in the defense of any such claim or action with counsel of its own choice, but the fees and expenses of such counsel shall be borne solely by such DFCI INDEMNITEE. ADAPTIMMUNE shall not be liable to DFCI or other DFCI INDEMNITEES on account of any settlement of any such claim or litigation effected without ADAPTIMMUNE’s prior written consent. The right and obligation of ADAPTIMMUNE to assume the defense of any action shall be limited to that part of the action commenced against DFCI and/or DFCI INDEMNITEES that relates to ADAPTIMMUNE’s obligation of indemnification and holding harmless. Any other part of any ***Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. such action shall be defended by the DFCI INDEMNITEE at its own cost and expense. (g) This Section 12.3 shall survive expiration or termination of this SUB-LICENSE.

DFCI. (a) ADAPTIMMUNE LICENSEE shall indemnify, defend and hold harmless DFCI and its trustees, officers, medical and professional staff, employees and agents and their respective successors, heirs and assigns (the “DFCI INDEMNITEES”), against any liability, damage, loss or expense (including reasonable attorneys’ fees and expenses of litigation) incurred by or imposed upon the DFCI INDEMNITEES, or any one of them, in connection with any THIRD PARTY claims, suits, actions, demands or judgments (i) arising out of the design, production, manufacture, sale, use in commerce, lease or promotion by ADAPTIMMUNE LICENSEE or by an a SUB-LICENSEE, AFFILIATE or agent of ADAPTIMMUNELICENSEE, of any product, process or service relating to, or developed pursuant to this SUB-LICENSE or (ii) arising out of any other activities to be carried out by ADAPTIMMUNE LICENSEE, its SUB-LICENSEES or its their respective AFFILIATES pursuant to this SUB-LICENSE. (b) ADAPTIMMUNELICENSEE’s indemnification under Section 12.3(a15.1(a) shall not apply to any liability, damage, loss or expense to the extent that it is attributable to (i) the negligent activities of the DFCI INDEMNITEES, (ii) the intentional wrongdoing or intentional misconduct of the DFCI INDEMNITEES, (iii) any DFCI INDEMNITEE’s use of any LICENSED T CELL ***Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. ROYALTY-BEARING PRODUCT or LICENSED T CELL METHOD, or (iv) any DFCI INDEMNITEE’s exercise of any rights by DCFI reserved hereunder or under the PARENT LICENSEhereunder. (c) At such time as any product, process or service relating to, or developed pursuant to, this SUB-LICENSE is being commercially distributed or sold (other than for the purpose of obtaining regulatory approvals) by ADAPTIMMUNE LICENSEE or by an a SUB-LICENSEE, AFFILIATE or agent of ADAPTIMMUNELICENSEE, ADAPTIMMUNE LICENSEE shall, at its sole cost and expense, procure and maintain policies of product liability insurance in amounts not less than $*** per incident and $*** annual aggregate and naming DFCI as an additional insured. If ADAPTIMMUNE LICENSEE elects to self-insure all or part of the limits described above (including deductibles or retentions which are in excess of $*** annual aggregate), such self-insurance program must be acceptable to DFCI and DFCI’s associated Risk Management Foundation. The minimum amounts of insurance coverage required under these provisions shall not be construed to create a limit of ADAPTIMMUNELICENSEE’s liability with respect to its indemnification obligation under Section 12.3(a15.1(a) of this SUB-LICENSE. (d) ADAPTIMMUNE LICENSEE shall provide LTC DFCI with written evidence of such insurance upon request for onward transmission to of DFCI. ADAPTIMMUNE LICENSEE shall provide LTC DFCI with written notice at least *** days prior to the cancellation, non-renewal or material change in such insurance, which notice LTC shall provide to DFCI; if ADAPTIMMUNE LICENSEE does not obtain replacement insurance providing comparable coverage within such *** day period, or a self-insurance program described in Section 12.3(c15.1(c), DFCI shall have the right to require LTC to terminate this SUB-LICENSE pursuant to Article 810. (e) ADAPTIMMUNE LICENSEE shall maintain such product liability insurance beyond the expiration or termination of this SUB-LICENSE during (i) the period that any product, process, or service, relating to, or developed pursuant to, this SUB-LICENSE is being commercially distributed or sold ***Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. (other than for the purpose of obtaining regulatory approvals) by ADAPTIMMUNE LICENSEE or by a ADAPTIMMUNElicensee, AFFILIATE affiliate or agent of ADAPTIMMUNE LICENSEE and (ii) a reasonable period after the period referred to in clause (i) above which in no event shall be less than fifteen (15) years. (f) In the event any such action is commenced or claim made or threatened against DFCI or other DFCI INDEMNITEES as to which ADAPTIMMUNE LICENSEE may be obligated to indemnify it (them) or hold it (them) harmless, DFCI or the other DFCI INDEMNITEES shall promptly notify LTC, who will notify ADAPTIMMUNE LICENSEE of such event. ADAPTIMMUNE LICENSEE shall assume the defense of, and may settle, with counsel of its own choice and at its sole expense, that part of any such claim or action commenced or made against DFCI (or other DFCI INDEMNITEES) which relates to ADAPTIMMUNELICENSEE’s indemnification, and ADAPTIMMUNE LICENSEE may take such other steps as may be necessary to protect itself. Any DFCI INDEMNITEE may participate in the defense of any such claim or action with counsel of its own choice, but the fees and expenses of such counsel shall be borne solely by such DFCI INDEMNITEE. ADAPTIMMUNE LICENSEE shall not be liable to DFCI or other DFCI INDEMNITEES on account of any settlement of any such claim or litigation effected without ADAPTIMMUNELICENSEE’s prior written consent. The right and obligation of ADAPTIMMUNE LICENSEE to assume the defense of any action shall be limited to that part of the action commenced against DFCI and/or DFCI INDEMNITEES that relates to ADAPTIMMUNELICENSEE’s obligation of indemnification and holding harmless. Any other part of any ***Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. such action shall be defended by the DFCI INDEMNITEE at its own cost and expense. (g) This Section 12.3 15.1 shall survive expiration or termination of this SUB-LICENSE.