Common use of Direct Indemnity Clause in Contracts

Direct Indemnity. 14.1.1 Each Party shall defend, indemnify and hold harmless the other Party from and against all liabilities, losses, damages, and expenses, including reasonable attorneys’ fees and costs, (collectively, the “Liabilities”) resulting from all Third Party claims, suits, actions, terminations or demands (collectively, the “Claims”) that are incurred, relate to or arise out of (a) the breach of any material provision of this Agreement by the indemnifying Party (or the inaccuracy of any representation or warranty made by such Party in this Agreement), or (b) the gross negligence, recklessness or willful misconduct of the indemnifying Party in connection with the performance of its obligations hereunder. 14.1.2 Licensee shall defend, indemnify and hold harmless SGI from and against all Liabilities resulting from all Claims that are incurred, relate to or arise out of the development, manufacture or commercialization of Licensed Products by SGI for Licensee or by Licensee, its Affiliates or Sublicensees, including any failure to test for or provide adequate warnings of adverse side effects, or any manufacturing defect in any Licensed Product; except in each case to the extent such Liabilities resulted from the gross negligence, recklessness or willful misconduct by SGI or the inaccuracy of any representation or warranty made by SGI in this Agreement or from any other action for which SGI must indemnify Licensee under Section 14.1.3. 14.1.3 SGI shall defend, indemnify and hold harmless Licensee from and against all Liabilities resulting from all Claims that are incurred, relate to or arise out of any claims of infringement of Third Party rights arising out of the use of SGI Technology to make Antibodies that bind specifically to a Research Antigen or to make a Licensed Product (but not any other technology, including the composition or methods of making or using Antibodies or technology not relating to SGI Technology), except to the extent such Liabilities resulted from the gross negligence, recklessness or willful misconduct by Licensee or the inaccuracy of any representation or warranty made by Licensee in this Agreement or any other action for which Licensee must indemnify SGI hereunder.

Direct Indemnity. 14.1.1 16.1.1. Each Party shall defend, indemnify and hold harmless harmless, and hereby forever releases and discharges the other Party from and against all claims, demands, liabilities, losses, damages, damages and expenses, including reasonable attorneys’ fees and costs, costs (collectively, the “Liabilities”) resulting from all Third Party claims, suits, actions, terminations or demands (collectively, the “Claims”) that are incurred, relate to or arise arising out of (ai) the breach of any material provision of this Agreement by the indemnifying Party (or the inaccuracy of any representation or warranty made by such Party in this Agreement), except to the extent such Liabilities resulted from the gross negligence, recklessness or willful misconduct of the other Party; or (bii) the gross negligence, recklessness or willful misconduct of the indemnifying Party in connection Party. [*] Certain information on this page has been omitted and filed separately with the performance of its obligations hereunderSecurities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 14.1.2 Licensee 16.1.2. FRESENIUS shall defend, indemnify and hold harmless SGI harmless, and hereby forever releases and discharges XCYTE from and against all Liabilities resulting from all Claims that are incurred, relate to suffered or arise incurred arising out of any Third Party claims for personal injury, death or disability or any product recall to the developmentextent caused by (a) the use, manufacture promotion, manufacture, sale, lease, consumption or commercialization advertisement of Licensed Products by SGI for Licensee any Product or by Licenseeother exercise of its rights under this Agreement including, its Affiliates or Sublicenseeswithout limitation, including any failure to test for or provide adequate warnings amounts paid in settlement of adverse side effectsclaims, proceedings, or any manufacturing defect in any Licensed Productinvestigations; except in each case to the extent such Liabilities resulted from the gross negligence, recklessness or willful misconduct by SGI XCYTE or the inaccuracy of any representation or warranty made by SGI XCYTE in this Agreement Agreement, and agrees to bear all costs and expenses, including without limitation, reasonable attorney’s fees incurred in connection with the defense or from any other action for which SGI must indemnify Licensee under Section 14.1.3. 14.1.3 SGI shall defend, indemnify and hold harmless Licensee from and against all Liabilities resulting from all Claims that are incurred, relate to or arise out settlement of any claims such claim, proceeding or investigation as such costs and expenses are incurred in advance of infringement of Third Party rights arising out of the use of SGI Technology to make Antibodies that bind specifically to a Research Antigen or to make a Licensed Product (but not any other technology, including the composition or methods of making or using Antibodies or technology not relating to SGI Technology), except to the extent such Liabilities resulted from the gross negligence, recklessness or willful misconduct by Licensee or the inaccuracy of any representation or warranty made by Licensee in this Agreement or any other action for which Licensee must indemnify SGI hereunderjudgment.

Direct Indemnity. 14.1.1 Each Party (the "indemnifying Party") shall defend, indemnify and hold harmless the other Party Party, its trustees, officers, agents, and employees (the "indemnified Parties"), harmless from and against all losses, liabilities, losses, damages, damages and expenses, expenses (including reasonable attorneys’ attorney's fees and costs, (collectively, the “Liabilities”) resulting from all Third Party claims, suits, actions, terminations or demands (collectively, the “Claims”) that are incurred, relate to or arise arising out of (a) the a breach of any material provision of this Agreement by the indemnifying Party (Party's warranties or out of the inaccuracy of any representation or warranty made by such Party in this Agreement), or (b) the gross negligence, recklessness negligence or willful misconduct of the indemnifying Party in connection with the performance of its obligations hereunder. 14.1.2 Licensee shall defend, indemnify and hold harmless SGI from and against all Liabilities resulting from all Claims that are incurred, relate to or arise out of the development, manufacture or commercialization of Licensed Products by SGI for Licensee or by Licensee, its Affiliates or Sublicensees, including any failure to test for or provide adequate warnings of adverse side effects, or any manufacturing defect in any Licensed Product; except in each case to the extent such Liabilities resulted from the gross negligence, recklessness or willful misconduct by SGI or the inaccuracy of any representation or warranty made by SGI in activities under this Agreement or from any other action for which SGI must indemnify Licensee under Section 14.1.3. 14.1.3 SGI shall defend, indemnify and hold harmless Licensee from and against all Liabilities resulting from all Claims that are incurred, relate to or arise out of any claims of infringement of Third Party rights arising out of the use of SGI Technology to make Antibodies that bind specifically to a Research Antigen or to make a Licensed Product (but not any other technology, including the composition or methods of making or using Antibodies or technology not relating to SGI Technology), except to the extent such Liabilities losses, liabilities, damages and expenses (including attorney's fees and costs) resulted from the gross negligence, recklessness negligent or willful misconduct of the indemnified Party. BMS acknowledges and agrees that, with respect to the nature of the Proteomica(TM) Database, there may be no adequate remedy at law for any breach of BMS's obligations under the security provisions of this Agreement, that any such breach may result in irreparable harm to 3DP, and therefore, that upon any such breach, 3DP may be entitled to seek appropriate equitable relief in addition to whatever remedies it might have at law, including injunctive relief, specific performance or such other relief as 3DP may request to enjoin or otherwise restrain any act prohibited hereby, as well as the recovery of all costs and expenses, including attorneys' fees incurred. 3DP shall be entitled to indemnification by Licensee BMS from any losses, liabilities, damages and expenses (including attorneys' fees and costs), in connection with such unauthorized use or release of Confidential Information of 3DP. 3DP shall be entitled to indemnification by BMS from any losses, liabilities, damages and expenses (including attorneys' fees and costs) in connection with any Third Party infringement action arising with respect to the inaccuracy Database Information as it may pertain to BMS's use of such Database Information. BMS shall be entitled to indemnification by 3DP from any representation or warranty made by Licensee losses, liabilities, damages and expenses (including attorneys' fees and costs) in connection with any Third Party infringement action arising with respect to BMS's use of the Proteomica(TM) Database as it may pertain to claims that the Proteomica(TM) Database infringes such Third Party's proprietary rights. ** Certain portions of this Agreement or any other action Exhibit have been omitted based upon a request for which Licensee must indemnify SGI hereunderconfidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

Direct Indemnity. 14.1.1 16.1.1. Each Party shall defend, indemnify and hold harmless harmless, and hereby forever releases and discharges the other Party from and against all claims, demands, liabilities, losses, damages, damages and expenses, including reasonable attorneys’ ' fees and costs, costs (collectively, the “Liabilities”"LIABILITIES") resulting from all Third Party claims, suits, actions, terminations or demands (collectively, the “Claims”) that are incurred, relate to or arise arising out of (ai) the breach of any material provision of this Agreement by the indemnifying Party (or the inaccuracy of any representation or warranty made by such Party in this Agreement), except to the extent such Liabilities resulted from the gross negligence, recklessness or willful misconduct of the other Party; or (bii) the gross negligence, recklessness or willful misconduct of the indemnifying Party in connection with the performance of its obligations hereunderParty. 14.1.2 Licensee 16.1.2. EOS shall defend, indemnify and hold harmless harmless, and hereby forever releases and discharges SGI from and against all Liabilities resulting from all Claims that are incurred, relate to suffered or arise incurred arising out of any Third-Party claims for personal injury, death or disability or any product recall to the development, manufacture or commercialization of Licensed Products extent caused by SGI for Licensee or by Licensee, its Affiliates or Sublicensees, including (a) any failure to test for or provide adequate warnings of adverse side effectseffects to the extent such failure arises out of acts or omissions in connection with the preclinical or clinical testing of any ---------- [***] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. -27- Product, or (b) any manufacturing defect in any Licensed ProductProduct or (c) any other act or omission of EOS in connection with its obligations under this Agreement; except in each case to the extent such Liabilities resulted from the gross negligence, recklessness or willful misconduct by SGI or the inaccuracy of any representation or warranty made by SGI in this Agreement or from any other action for which SGI must indemnify Licensee under Section 14.1.3Agreement. 14.1.3 16.1.3. SGI shall defend, indemnify and hold harmless Licensee harmless, and hereby forever releases and discharges EOS from and against all Liabilities resulting from all Claims that are incurred, relate to suffered or arise incurred arising out of any Third-Party claims of infringement of Third Party rights arising out of for personal injury, death or disability or any product recall to the use extent caused by (a) any SGI Technology incorporated in a product other than an EOS Product, (b) any manufacturing defect in any SGI Technology, or (c) any other act or omission of SGI Technology to make Antibodies that bind specifically to a Research Antigen or to make a Licensed Product (but not any other technology, including the composition or methods of making or using Antibodies or technology not relating to SGI Technology), in connection with its obligations under this Agreement; except in each case to the extent such Liabilities resulted from the gross negligence, recklessness or willful misconduct by Licensee EOS or the inaccuracy of any representation or warranty made by Licensee EOS in this Agreement or any other action for which Licensee must indemnify SGI hereunderAgreement.

Direct Indemnity. 14.1.1 Each Party shall defend, indemnify and hold harmless the other Party and its respective successors, assigns, directors, officers, employees and agents, from and against all liabilities, losses, damages, and expenses, including reasonable attorneys’ fees and court costs, (collectively, the “Liabilities”) resulting from all Third Party claims, suits, actions, terminations or demands (collectively, the “Claims”) that are incurred, relate to or arise out of (a) the breach of any material provision of this Agreement by the indemnifying Party (or the inaccuracy of any representation or warranty made by such Party in this Agreement), or (b) the gross negligence, recklessness or willful misconduct of the indemnifying Party in connection with the performance of its obligations hereunder. In addition, Licensee hereby agrees to defend, indemnify and hold Licensor harmless from Liabilities resulting from the use, handling and/or storage of Drug Conjugation Materials and/or ADCs by Licensee and/or from Licensee’s conduct of Research Plan B under the Research Collaboration Agreement, in each case prior to the Effective Date, except insofar as such Liabilities arise out of the gross negligence, recklessness or willful misconduct of Licensor. Licensor hereby agrees to defend, indemnify and hold Licensee harmless from Liabilities resulting from the use, handling and/or storage of Antibodies provided by Licensee and/or ADCs by Licensor and/or from Licensor’s conduct of Research Plan A under the Research Collaboration Agreement, in each case prior to the Effective Date, except insofar as such Liabilities arise out of the gross negligence, recklessness or willful misconduct of Licensee. 14.1.2 Licensee shall defend, indemnify and hold harmless SGI Licensor and its successors, assigns, directors, officers, employees and agents, from and against all Liabilities resulting from all Claims that are incurred, relate to or arise out of the development, manufacture or commercialization of Licensed Products by SGI Licensor for Licensee or by Licensee, its Affiliates or Sublicensees, including without limitation (a) any failure to test for or provide adequate warnings of adverse side effects, or any manufacturing defect in any Licensed Product and (b) any failure by Licensee or its Affiliates to pay any Existing Third Party Royalties or royalties owed for Improvements or New Technologies with respect to any Licensed Product; except in each case to the extent such Liabilities resulted from the gross negligence, recklessness or willful misconduct by SGI Licensor or the inaccuracy of any representation or warranty made by SGI Licensor in this Agreement or from any other action for which SGI Licensor must indemnify Licensee under Section 14.1.3. 14.1.3 SGI Licensor shall defend, indemnify and hold harmless Licensee and its successors, assigns, directors, officers, employees and agents, from and against all Liabilities resulting from all Claims that are incurred, relate to or arise out of any claims of infringement of Third Party rights arising out of the use of SGI Technology to make Antibodies that bind specifically to a Research Antigen or to make a Licensed Product (but not any other technology, including the composition or methods of making or using Antibodies or technology not relating to SGI Technology), except to the extent such Liabilities resulted from the gross negligence, recklessness or willful misconduct by Licensee or the inaccuracy of any representation or warranty made by Licensee in this Agreement or any other action for which Licensee must indemnify SGI hereunder.of

Direct Indemnity. 14.1.1 Each Party shall defend, indemnify and hold harmless the other Party from and against all liabilities, losses, damages, and expenses, including reasonable attorneys’ fees and costs, (collectively, the “Liabilities”) resulting from all Third Party claims, suits, actions, terminations or demands (collectively, the “Claims”) that are incurred, relate to or arise out of (a) the breach of any material provision of this Agreement by the indemnifying Party (or the inaccuracy of any representation or warranty made by such Party in this Agreement), or (b) the gross negligence, recklessness or willful misconduct of the indemnifying Party in connection with the performance of its obligations hereunder. 14.1.2 Licensee shall defend, indemnify and hold harmless SGI from and against all Liabilities resulting from all Claims that are incurred, relate to or arise out of the development, manufacture or commercialization of Licensed Products by SGI for Licensee or by Licensee, its Affiliates or Sublicensees, including any failure to test for or provide adequate warnings of adverse side effects, or any manufacturing defect in any Licensed Product; except in each case to the extent such Liabilities resulted from the gross negligence, recklessness or willful misconduct by SGI or the inaccuracy of any representation or warranty made by SGI in this Agreement or from any other action for which SGI must indemnify Licensee under Section 14.1.3. 14.1.3 SGI shall defend, indemnify and hold harmless Licensee from and against all Liabilities resulting from all Claims that are incurred, relate to or arise out of any claims of infringement of Third Party rights arising out of the use of SGI Technology to make Antibodies that bind specifically to a Research Antigen ADCs or to make a Licensed Product Products (but not any other technology, including the composition or methods of making or using Antibodies or technology not relating to SGI Drug Conjugation Technology), except to the extent such Liabilities resulted from the gross negligence, recklessness or willful misconduct by Licensee or the inaccuracy of any representation or warranty made by Licensee in this Agreement or any other action for which Licensee must indemnify SGI hereunder. [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Direct Indemnity. 14.1.1 Each Party shall defend, indemnify and hold harmless the other Party and its respective successors, assigns, directors, officers, employees and agents, from and against all liabilities, losses, damages, and expenses, including reasonable attorneys’ fees and court costs, (collectively, the “Liabilities”) resulting from all Third Party claims, suits, actions, terminations or demands (collectively, the “Claims”) that are incurred, relate to or arise out of (a) the breach of any material provision of this Agreement by the indemnifying Party (or the inaccuracy of any representation or warranty made by such Party in this Agreement), or (b) the gross negligence, recklessness or willful misconduct of the indemnifying Party in connection with the performance of its obligations hereunder. In addition, Licensee hereby agrees to defend, indemnify and hold Licensor harmless from Liabilities resulting from the use, handling and/or storage of Drug Conjugation Materials and/or ADCs by Licensee and/or from Licensee’s conduct of Research Plan B under the Research Collaboration Agreement, in each case prior to the Effective Date, except insofar as such Liabilities arise out of the gross negligence, recklessness or willful misconduct of Licensor. Licensor hereby agrees to defend, indemnify and hold Licensee harmless from Liabilities resulting from the use, handling and/or storage of Antibodies provided by Licensee and/or ADCs by Licensor and/or from Licensor’s conduct of Research Plan A under the Research Collaboration Agreement, in each case prior to the Effective Date, except insofar as such Liabilities arise out of the gross negligence, recklessness or willful misconduct of Licensee. 14.1.2 Licensee shall defend, indemnify and hold harmless SGI Licensor and its successors, assigns, directors, officers, employees and agents, from and against all Liabilities resulting from all Claims that are incurred, relate to or arise out of the development, manufacture or commercialization of Licensed Products by SGI Licensor for Licensee or by Licensee, its Affiliates or Sublicensees, including without limitation (a) any failure to test for or provide adequate warnings of adverse side effects, or any manufacturing defect in any Licensed Product and (b) any failure by Licensee or its Affiliates to pay any Existing Third Party Royalties or royalties owed for Improvements or New Technologies with respect to any Licensed Product; except in each case to the extent such Liabilities resulted from the gross negligence, recklessness or willful misconduct by SGI Licensor or the inaccuracy of any representation or warranty made by SGI Licensor in this Agreement or from any other action for which SGI Licensor must indemnify Licensee under Section 14.1.3. 14.1.3 SGI Licensor shall defend, indemnify and hold harmless Licensee and its successors, assigns, directors, officers, employees and agents, from and against all Liabilities resulting from all Claims that are incurred, relate to or arise out of any claims of infringement of Third Party rights arising out of the use of SGI Licensor Technology to make Antibodies ADCs that bind specifically to a Research the Designated Antigen or to make a Licensed Product (but not any other technology, including the composition or methods of making or using Antibodies or technology not relating to SGI Drug Conjugation Technology), except to the extent such Liabilities resulted from the gross negligence, recklessness or willful misconduct by Licensee or the inaccuracy of any representation or warranty made by Licensee in this Agreement or any other action for which Licensee must indemnify SGI Licensor hereunder.

Direct Indemnity. 14.1.1 Each Party shall defend, indemnify and hold harmless the other Party Parties harmless, and hereby forever releases and discharges the other Parties, from and against all losses, liabilities, losses, damages, damages and expenses, expenses (including reasonable attorneys’ attorney's fees and costs, (collectively, the “Liabilities”) resulting from all Third Party claims, suits, actions, terminations or demands (collectively, the “Claims”) that are incurred, relate to or arise arising out of (a) the a breach of any material provision of this Agreement by the indemnifying Party (Party's warranties or out of the inaccuracy of any representation or warranty made by such Party in this Agreement), or (b) the gross negligence, recklessness or willful intentional misconduct of the indemnifying Party or its Affiliates in connection with the performance of its obligations hereunder. 14.1.2 Licensee shall defend, indemnify and hold harmless SGI from and against all Liabilities resulting from all Claims that are incurred, relate to or arise out of the development, manufacture or commercialization of Licensed Products by SGI for Licensee or by Licensee, its Affiliates or Sublicensees, including any failure to test for or provide adequate warnings of adverse side effects, or any manufacturing defect in any Licensed Product; except in each case to the extent such Liabilities resulted from the gross negligence, recklessness or willful misconduct by SGI or the inaccuracy of any representation or warranty made by SGI in activities under this Agreement or from any other action for which SGI must indemnify Licensee under Section 14.1.3. 14.1.3 SGI shall defend, indemnify and hold harmless Licensee from and against all Liabilities resulting from all Claims that are incurred, relate to or arise out of any claims of infringement of Third Party rights arising out of the use of SGI Technology to make Antibodies that bind specifically to a Research Antigen or to make a Licensed Product (but not any other technology, including the composition or methods of making or using Antibodies or technology not relating to SGI Technology), except to the extent such Liabilities losses, liabilities, damages and expenses (including attorney's fees and costs) resulted from the gross negligence, recklessness or willful intentional misconduct of the other Party or Parties. 60 DiaDexus acknowledges and agrees that with respect to the nature of Incyte's and SB's Diagnostic IP and Technology IP, there can be no adequate remedy at law for any breach of DiaDexus obligations under the security provisions of this Agreement, that any such breach may result in irreparable harm to Incyte or SB, as the case may be, and therefore, that upon any such breach Incyte or SB, as the case may be, shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law, including injunctive relief, specific performance or such other relief as Incyte or SB, as the case may be, may request to enjoin or otherwise restrain any act prohibited hereby, as well as the recovery of all costs and expenses, including attorney's fees incurred. Incyte or SB, as the case may be, shall be entitled to indemnification by Licensee DiaDexus from any losses, liabilities, damages and expenses (including attorney's fees and costs), in connection with such unauthorized use or release of Confidential Information of Incyte or SB as the inaccuracy of any representation or warranty made by Licensee in this Agreement or any other action for which Licensee must indemnify SGI hereundercase may be.

Direct Indemnity. 14.1.1 16.1.1. Each Party shall defend, indemnify and hold harmless harmless, and hereby forever releases and discharges the other Party from and against all Third Party claims, demands, liabilities, losses, damages, damages and expenses, including reasonable attorneys’ fees and costs, costs (collectively, the “Liabilities”) resulting from all Third Party claims, suits, actions, terminations or demands (collectively, the “Claims”) that are incurred, relate to or arise arising out of (ai) the breach of any material provision of this Agreement by the indemnifying Party (or the inaccuracy of any representation or warranty made by such Party in this Agreement), except to the extent such Liabilities resulted from the gross negligence, recklessness or willful misconduct of the other Party; or (bii) the gross negligence, recklessness or willful misconduct of the indemnifying Party in connection with the performance of its obligations hereunderParty. 14.1.2 Licensee 16.1.2. Celltech shall defend, indemnify and hold harmless harmless, and hereby forever releases and discharges SGI from and against all Liabilities resulting from all Claims that are incurred, relate to suffered or arise incurred arising out of any Third-Party claims for personal injury, death or disability or any Licensed Product recall to the development, manufacture or commercialization of Licensed Products extent caused by SGI for Licensee or by Licensee, its Affiliates or Sublicensees, including (a) any failure to test for or provide adequate warnings of adverse side effectseffects to the extent such failure arises out of acts or omissions in connection with the preclinical or clinical testing of any Licensed Product, or (b) any manufacturing defect in any Licensed ProductProduct or (c) any other act or omission of Celltech in connection with its obligations under this Agreement; except in each case to the extent such Liabilities resulted from the gross negligence, recklessness or willful misconduct by SGI or the inaccuracy of any representation or warranty made by SGI in this Agreement or from any other action for which SGI must indemnify Licensee under Section 14.1.3Agreement. 14.1.3 16.1.3. SGI shall defend, indemnify and hold harmless Licensee harmless, and hereby forever releases and discharges Celltech from and against all Liabilities resulting from all Claims that are incurred, relate to suffered or arise incurred arising out of any Third-Party claims of infringement of Third Party rights arising out of for personal injury, death or disability or any Licensed Product recall to the use of extent caused by (a) any SGI Technology to make Antibodies that bind specifically to a Research Antigen or to make incorporated in a Licensed Product other than any Celltech Technology, (but not b) any manufacturing defect in any SGI Technology, or (c) any other technology, including the composition act or methods omission of making or using Antibodies or technology not relating to SGI Technology), in connection with its obligations under this Agreement; except in each case to the extent such Liabilities resulted from the gross negligence, recklessness or willful misconduct by Licensee Celltech or the inaccuracy of any representation or warranty made by Licensee Celltech in this Agreement or any other action for which Licensee must indemnify SGI hereunderAgreement.

Direct Indemnity. 14.1.1 Each Party shall defend, indemnify and hold harmless the other Party and its Affiliates and their officers, directors, employees and agents and their respective successors, heirs and assigns (individually and collectively, an “SGI Indemnitee” when the other Party is SGI and individually and collectively a “Licensee Indemnitee” when the other Party is Licensee) from and against all liabilities, losses, damages, and expenses, including reasonable attorneys’ fees and costs, (collectively, the “Liabilities”) resulting from all Third Party claims, suits, actions, terminations or demands (collectively, the “Claims”) that are incurred, relate to or arise out of (a) the breach of any material provision of this Agreement by the indemnifying Party (or the inaccuracy of any representation or warranty made by such Party in this Agreement), or (b) the gross negligence, recklessness recklessness, unlawful acts or willful misconduct of the indemnifying Party in connection with the performance of its obligations hereunder. 14.1.2 Licensee shall defend, indemnify and hold harmless SGI Indemnitees from and against all Liabilities resulting from all Claims that are incurred, relate to or arise out of the development, manufacture or commercialization of Licensed Products by SGI for Licensee or by Licensee, its Affiliates or Sublicensees, including any failure to test for or provide adequate warnings of adverse side effects, or any manufacturing defect in any Licensed Product; except in each case to the extent such Liabilities resulted from the gross negligence, recklessness or willful misconduct or unlawful acts by SGI or the inaccuracy of any representation or warranty made by SGI in this Agreement or from any other action for which SGI must indemnify Licensee under Section 14.1.3. 14.1.3 SGI shall defend, indemnify and hold harmless Licensee Indemnitees from and against all Liabilities resulting from all Claims that are incurred, relate to or arise out of any claims of infringement of Third Party rights arising out of the use of SGI Technology to make Antibodies that bind specifically to a Research Antigen research, develop, manufacture or to make commercialize a Licensed Product (but not any other technology, including the composition or methods of making or using Antibodies or technology not relating to SGI Technology), except to the extent such Liabilities resulted from the gross negligence, recklessness or willful misconduct or unlawful acts by Licensee or the inaccuracy of [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. any representation or warranty made by Licensee in this Agreement or any other action for which Licensee must indemnify SGI hereunderunder Section 14.1.2.

Direct Indemnity. 14.1.1 16.1.1. Each Party shall defend, indemnify and hold harmless harmless, and hereby forever releases and discharges the other Party from and against all claims, demands, liabilities, losses, damages, damages and expenses, including reasonable attorneys’ fees and costs, costs (collectively, the “Liabilities”) resulting from all Third Party claims, suits, actions, terminations or demands (collectively, the “Claims”) that are incurred, relate to or arise arising out of (ai) the breach of any material provision of this Agreement by the indemnifying Party (or the inaccuracy of any representation or warranty made by such Party in this Agreement), except to the extent such Liabilities resulted from the gross negligence, recklessness or willful misconduct of the other Party; or (bii) the gross negligence, recklessness or willful misconduct of the indemnifying Party in connection with the performance of its obligations hereunderParty. 14.1.2 Licensee 16.1.2. EOS shall defend, indemnify and hold harmless harmless, and hereby forever releases and discharges SGI from and against all Liabilities resulting from all Claims that are incurred, relate to suffered or arise incurred arising out of any Third-Party claims for personal injury, death or disability or any product recall to the development, manufacture or commercialization of Licensed Products extent caused by SGI for Licensee or by Licensee, its Affiliates or Sublicensees, including (a) any failure to test for or provide adequate warnings of adverse side effectseffects to the extent such failure arises out of acts or omissions in connection with the preclinical or clinical testing of any Product, or (b) any manufacturing defect in any Licensed ProductProduct or (c) any other act or omission of EOS in connection with its obligations under this Agreement; except in each case to the extent such Liabilities resulted from the gross negligence, recklessness or willful misconduct by SGI or the inaccuracy of any representation or warranty made by SGI in this Agreement or from any other action for which SGI must indemnify Licensee under Section 14.1.3Agreement. 14.1.3 16.1.3. SGI shall defend, indemnify and hold harmless Licensee harmless, and hereby forever releases and discharges EOS from and against all Liabilities resulting from all Claims that are incurred, relate to suffered or arise incurred arising out of any Third-Party claims of infringement of Third Party rights arising out of for personal injury, death or disability or any product recall to the use extent caused by (a) any SGI Technology incorporated in a product other than an EOS Product, (b) any manufacturing defect in any SGI Technology, or (c) any other act or omission of SGI Technology to make Antibodies that bind specifically to a Research Antigen or to make a Licensed Product (but not any other technology, including the composition or methods of making or using Antibodies or technology not relating to SGI Technology), in connection with its obligations under this Agreement; except in each case to the extent such Liabilities resulted from the gross negligence, recklessness or willful misconduct by Licensee EOS or the inaccuracy of any representation or warranty made by Licensee EOS in this Agreement or any other action for which Licensee must indemnify SGI hereunderAgreement.

Direct Indemnity. 14.1.1 15.1.1. Each Party shall defend, indemnify and hold harmless harmless, and hereby forever releases and discharges the other Party from and against all claims, demands, liabilities, losses, damages, damages and expenses, including reasonable attorneys’ fees and costs, costs (collectively, the “Liabilities”) resulting from all Third Party claims, suits, actions, terminations or demands (collectively, the “Claims”) that are incurred, relate to or arise arising out of (ai) the breach of any material provision of this Agreement by the indemnifying Party (or the inaccuracy of any representation or warranty made by such Party in this Agreement), except to the extent such Liabilities resulted from the gross negligence, recklessness or willful misconduct of the other Party; or (bii) the gross negligence, recklessness or willful misconduct of the indemnifying Party in connection with the performance of its obligations hereunder. 14.1.2 Licensee 15.1.2. GNE shall defend, indemnify and hold harmless harmless, and hereby forever releases and discharges SGI from and against all Liabilities resulting from all Claims that are incurred, relate to suffered or arise incurred arising out of any Third-Party claims for personal injury, death or disability or any product recall to the development, manufacture or commercialization of Licensed Products extent caused by SGI for Licensee or by Licensee, its Affiliates or Sublicensees, including (a) any failure to test for or provide adequate warnings of adverse side effectseffects to the extent such failure arises out of acts or omissions in connection with the preclinical or clinical testing of any Licensed Product, or (b) any manufacturing defect in any Licensed ProductProduct or (c) any other act or omission of GNE in connection with its obligations under this Agreement; except in each case to the extent such Liabilities resulted from the gross negligence, recklessness or willful misconduct by SGI or the inaccuracy of any representation or warranty made by SGI in this Agreement or from any other action for which SGI must indemnify Licensee under Section 14.1.3Agreement. 14.1.3 SGI shall defend, indemnify and hold harmless Licensee from and against all Liabilities resulting from all Claims that are incurred, relate to or arise out of any claims of infringement of Third Party rights arising out of the use of SGI Technology to make Antibodies that bind specifically to a Research Antigen or to make a Licensed Product (but not any other technology, including the composition or methods of making or using Antibodies or technology not relating to SGI Technology), except to the extent such Liabilities resulted from the gross negligence, recklessness or willful misconduct by Licensee or the inaccuracy of any representation or warranty made by Licensee in this Agreement or any other action for which Licensee must indemnify SGI hereunder.