ImmunoGen Indemnity Sample Clauses

ImmunoGen Indemnity. ImmunoGen shall indemnify, defend and hold harmless Novartis, its Affiliates, their respective directors, officers, employees, consultants and agents, and their respective successors, heirs and assigns (the “Novartis Indemnitees”), from and against any Losses incurred by or imposed upon the Novartis Indemnitees, or any of them, as a direct result of any Third Party Claims arising out of (i) the Material Breach of this Agreement by ImmunoGen; or (ii) the gross negligence or willful misconduct of ImmunoGen; except in each case to the extent any such Third Party Claim or Losses result from a Material Breach of this Agreement by, or the gross negligence or willful misconduct of, Novartis, or the Development or Commercialization of any Licensed Product by Novartis or any of its Affiliates, Sublicensees, distributors or agents; provided that with respect to any such Third Party Claim for which Novartis also has an obligation to any ImmunoGen Indemnitee pursuant to Section 10.1(a) hereof, ImmunoGen shall indemnify each Novartis Indemnitee for its Losses to the extent of ImmunoGen’s responsibility, relative to Novartis (or to Persons for whom Novartis is legally responsible), for the facts underlying the Third Party Claim.

ImmunoGen Indemnity. Subject to Section 9.1(a) above and the remainder of this ▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ shall indemnify, defend and hold harmless GENENTECH, its Affiliates and their respective directors, officers, employees, and agents, and their respective successors, heirs and assigns (also the “Indemnitees”), from and against any liability, damage, loss or expense (including reasonable attorneys’ fees and expenses of litigation) incurred by or imposed upon such Indemnitees, or any of them, in connection with any Third Party claims, suits, actions, demands or judgments, including, without limitation, personal injury and product liability matters (but excluding any patent, trademark or tradename infringement matters, which are governed by Section 6 above), that arise out of or relate to (i) any actions or omissions of IMMUNOGEN or subcontractor of IMMUNOGEN in the development, testing, production, manufacture or supply of any Licensed Product (or any component thereof) manufactured and supplied by IMMUNOGEN or any subcontractor of IMMUNOGEN under this Agreement, (ii) any material breach of this Agreement by IMMUNOGEN, or (iii) negligence or willful misconduct on the part of IMMUNOGEN, in any such case under this Section 9.1(b) except to the extent of GENENTECH’s responsibility therefor under Section 9.1(a) above.

ImmunoGen Indemnity. ImmunoGen shall indemnify, defend and hold harmless Bayer, its Affiliates, their respective directors, officers, employees, and agents, and their respective successors, heirs and assigns (the “Bayer Indemnitees”), from and against any Losses incurred by or imposed upon the Bayer Indemnitees, or any of them, as a direct result of any Third Party Claims arising out of (i) the material breach of this Agreement by ImmunoGen; or (ii) the conduct of the Research Program by ImmunoGen; except in each case to the extent any such Claim or Losses result from a material breach of this Agreement by, or the gross negligence or willful misconduct of, Bayer; provided that with respect to any such Claim for which Bayer also has an obligation to any ImmunoGen Indemnitee pursuant to Section 10.1(a), ImmunoGen shall indemnify each Bayer Indemnitee for its Losses to the extent of ImmunoGen’s responsibility, relative to Bayer (or to Persons for whom Bayer is legally responsible), for the facts underlying the Claim.

ImmunoGen Indemnity. ImmunoGen shall indemnify, defend and hold harmless Jazz, its Affiliates, their respective directors, officers, employees, consultants and agents, and their respective successors, heirs and assigns (the “Jazz Indemnitees”), from and against all Losses incurred by or imposed upon the Jazz Indemnitees, or any of them, as a direct result of any Third Party Claims arising out of (a) a breach of this Agreement by ImmunoGen, (b) the Development or Commercialization (including the production, manufacture, promotion, import, sale or use by any Person) of the ImmunoGen Product by or on behalf of ImmunoGen or any of its Affiliates, sublicensees, subcontractors, distributors or agents, (c) [[***]or (d) the negligence, recklessness or willful misconduct of ImmunoGen or any of its Affiliates, Sublicensees, or subcontractors, except in each case to the extent any such Third Party Claim or Losses result from a breach of this Agreement by Jazz, or the negligence, recklessness or willful misconduct of Jazz or any of its Affiliates, Sublicensees subcontractors, distributors or agents, or the Development or Commercialization (including the production, manufacture, promotion, import, sale or use by any Person) of the Licensed Product by Jazz or any of its Affiliates, Sublicensees, subcontractors, distributors or agents; provided that with respect to any such Third Party Claim for which Jazz also has an obligation to any ImmunoGen Indemnitee pursuant to Section 13.1.1, ImmunoGen shall indemnify each Jazz Indemnitee for its Losses to the extent of ImmunoGen’s responsibility, relative to Jazz (or to Persons for whom Jazz is legally responsible), for the facts underlying the Third Party Claim.

ImmunoGen Indemnity. Subject to Section 10.1(a) above and the remainder of this Section 10, ImmunoGen shall indemnify, defend and hold harmless Biogen Idec, its Affiliates and their respective directors, officers, employees, and agents, and their respective successors, heirs and assigns (the “Biogen Idec Indemnitees”), from and against any liability, damage, loss or expense (including reasonable attorneys’ fees and expenses of litigation) incurred by or imposed upon such Biogen Idec Indemnitees, or any of them, in connection with any Third Party claims, suits, actions, demands or judgments, including, without limitation, personal injury and product liability matters, that arise out of or relate to (i) any material breach of this Agreement by ImmunoGen, or (ii) the gross negligence or willful Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential investment under Rule 24b-2 under the Securities Exchange Act of 1934. misconduct on the part of ImmunoGen, its Affiliates or their respective employees or agents, except to the extent of Biogen Idec’s responsibility therefor under Section 10.1(a) above.

ImmunoGen Indemnity. Subject to Section 8.17.1 above, IMMUNOGEN shall indemnify, defend and hold harmless ABX, its Affiliates and their respective directors, officers, employees, and agents, and their respective successors, heirs and assigns (also the "Indemnitees"), from and against any liability, damage, loss or expense (including reasonable attorneys' fees and expenses of litigation) incurred by or imposed upon such Indemnitees, or any of them, in connection with any Third Party claims, suits, actions, demands or judgments, including, without limitation, personal injury and product liability matters (but excluding any patent, trademark or tradename infringement matters, which are governed by Section 6 above), to the extent arising out of (i) any actions or omissions of IMMUNOGEN or subcontractor of IMMUNOGEN in the development, testing, production, manufacture or supply of any Licensed Product (or any component thereof) manufactured and supplied by IMMUNOGEN or any subcontractor of IMMUNOGEN under this Agreement, (ii) any material breach of this Agreement by IMMUNOGEN, or (iii) gross negligence or willful misconduct on the part of IMMUNOGEN.

ImmunoGen Indemnity. ImmunoGen shall indemnify, defend and hold harmless Millennium, its Affiliates, their respective directors, officers, employees, consultants and agents, and their respective successors, heirs and assigns (the “Millennium Indemnitees”), from and against all Losses incurred by or imposed upon the Millennium Indemnitees, or any of them, as a direct result of any Third Party Claims arising out of (i) any breach of this Agreement by ImmunoGen; or (ii) the negligence, recklessness or willful misconduct of ImmunoGen or any of its Affiliates, (sub)licensees or subcontractors; except in each case to the extent any such Third Party Claim or Losses result from or arise out of a breach of this Agreement by Millennium, or the negligence, recklessness or willful misconduct of Millennium or any of its Affiliates, Sublicensees, distributors or subcontractors; provided that with respect to any such Third Party Claim for which Millennium also has an obligation to any ImmunoGen Indemnitee pursuant to Section 10.1(a) hereof, ImmunoGen shall indemnify each Millennium Indemnitee for its Losses to the extent of ImmunoGen’s responsibility, relative to Millennium (or to Persons for whom Millennium is legally responsible), for the facts underlying the Third Party Claim. ImmunoGen shall indemnify, defend and hold harmless the Millennium Indemnitees from and against all Losses incurred or imposed upon the Millennium Indemnitees, or any of them, as a result of any Third Party Claims arising out of the [***]. ImmunoGen/Millennium Confidential

ImmunoGen Indemnity. Subject to Section 9.1(a) above and the remainder of this Sect▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇ll indemnify, defend and hold harmless GENENTECH, its Affiliates and their respective directors, officers, employees, and agents, and their respective successors, heirs and assigns (also the "INDEMNITEES"), from and against any liability, damage, loss or expense (including reasonable attorneys' fees and expenses of litigation) incurred by or imposed upon such Indemnitees, or any of them, in connection with any

ImmunoGen Indemnity. ImmunoGen shall indemnify, defend and hold harmless Millennium, its Affiliates, their respective directors, officers, employees, consultants and agents, and their respective successors, heirs and assigns (the “Millennium Indemnitees”), from and against all Losses incurred by or imposed upon the Millennium Indemnitees, or any of them, as a direct result of any Third Party Claims arising out of (i) any breach of this Agreement by ImmunoGen; (ii) the conduct of the Research Program or any other activities under this ImmunoGen/Millennium Confidential