Common use of Indemnification by Biogen Clause in Contracts

Indemnification by Biogen. Subject to Sections 9.4 and 9.7, Biogen agrees to defend Kiniksa, its Affiliates and its (and its Affiliates’) directors, officers, employees and agents (the “Kiniksa Indemnified Parties”) at Biogen’s cost and expense, and will indemnify and hold Kiniksa and the other Kiniksa Indemnified Parties harmless from and against any Losses resulting from any Claims arising out of or otherwise relating to: (a) the negligence or willful misconduct of Biogen or its Affiliates in connection with such parties’ performance of this Agreement; (b) the material breach by Biogen of this Agreement including any of the representations or warranties made hereunder by Biogen; (c) the Exploitation of any Acquired Antibody or Product by or on behalf of Biogen or its Affiliates prior to the Effective Date; or (d) the Exploitation of any Acquired Antibody or Product by or on behalf of Biogen or its Affiliates following termination of this Agreement and reversion of rights pursuant to Section 8.3. except, in each case, to the extent such Losses arise out of or relate to subsections (a), (b), or (c) of Section 9.2. In the event of any such Claim against the Kiniksa Indemnified Parties by a Third Party, Kiniksa shall promptly notify Biogen in writing of the Claim (provided, that, any failure or delay to so notify Biogen shall not excuse any obligation of Biogen except to the extent Biogen is actually prejudiced thereby) and Biogen shall solely manage and control, at its sole expense, the defense of the Claim and its settlement; provided, that, Biogen shall not settle any such Claim without the prior written consent of Kiniksa if such settlement does not include a complete release of the Kiniksa Indemnified Parties from liability or if such settlement would involve undertaking an obligation (including the payment of money by an Kiniksa Indemnified Party), would bind or impair an Kiniksa Indemnified Party, or includes any admission of wrongdoing or that any intellectual property or proprietary right of Kiniksa is invalid or unenforceable. The Kiniksa Indemnified Parties shall cooperate with Biogen and may, at their option and expense, be represented in any such action or proceeding by counsel of their own choosing. With respect to any Claim subject to indemnification under this Section 9.3: (i) both Biogen and the Kiniksa Indemnified Parties, as the case may be, shall keep the other Person fully informed of the status of such Claim and any related proceedings at all stages thereof where such Person is not represented by its own counsel, (ii) the Parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to cooperate in good faith with each other in order to ensure the proper and adequate defense of any such Claim and (iii) the Parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and information protected by the attorney-client and work-product privileges in any such action or prosecution.

Indemnification by Biogen. Subject to Sections 9.4 Biogen will indemnify, defend and 9.7hold harmless AGTC, Biogen agrees to defend Kiniksa, each of its Affiliates and each licensor of the AGTC Technology, and each of its (and its Affiliates’) directors’ or such licensor’s employees, officers, employees directors, trustees and agents and inventors of AGTC Technology licensed under the UAB Agreement (the each, an “Kiniksa AGTC Indemnified PartiesParty”) at Biogen’s cost and expense, and will indemnify and hold Kiniksa and the other Kiniksa Indemnified Parties harmless from and against any Losses and all liability, loss, damage, expense (including reasonable attorneys’ fees and expenses) and cost (collectively, a “Liability”) that the AGTC Indemnified Party may be required to pay to one or more Third Parties resulting from or arising out of: 17.2.1. any Claims claims of any nature arising out of the Development, Manufacture, Commercialization, consumption or otherwise relating to: use of any Licensed Product by, or on behalf of, Biogen (a) other than by any AGTC Indemnified Party), or under the negligence or willful misconduct authority of Biogen including without limitation death of or its Affiliates in connection with such parties’ performance injury to any Person or out of this Agreement;damage to property, other than claims for which AGTC is required to indemnify Biogen pursuant to Section 17.3; or (b) 17.2.2. the material breach by Biogen of this Agreement including any of the representations its representations, warranties, covenants or warranties made hereunder by Biogen; (c) the Exploitation of any Acquired Antibody or Product by or on behalf of Biogen or its Affiliates prior to the Effective Dateobligations set forth in this Agreement; or (d) the Exploitation of any Acquired Antibody or Product by or on behalf of Biogen or its Affiliates following termination of this Agreement and reversion of rights pursuant to Section 8.3. except, in each case, to the extent such Losses arise out Liabilities are caused by the recklessness, negligence or intentional misconduct of AGTC or relate any AGTC Indemnified Party. Notwithstanding anything to subsections (a)the contrary, (b)if AGTC has exercised the Cost Share Option with respect to an Initial Licensed Product, or (c) of Section 9.2. In in the event of any such Claim Third Party claim against the Kiniksa AGTC, Biogen or any AGTC Indemnified Parties by a Third Party, Kiniksa shall promptly notify Party or Biogen in writing Indemnified Party arising out of the Claim (providedDevelopment, thatManufacture, Commercialization, consumption or use of the applicable Cost Share Product, Biogen and AGTC will coordinate in defending such claim and will share any failure Liabilities resulting from or delay to so notify Biogen shall not excuse any obligation arising out of Biogen such claim equally in accordance with Section 6.3, except to the extent Biogen such claim is actually prejudiced therebycaused by the recklessness, negligence or intentional misconduct of, or a breach of any representation or warranty by, (i) and Biogen shall solely manage and control, at its sole expense, the defense of the Claim and its settlement; provided, that, Biogen shall not settle AGTC or any such Claim without the prior written consent of Kiniksa if such settlement does not include a complete release of the Kiniksa Indemnified Parties from liability or if such settlement would involve undertaking an obligation (including the payment of money by an Kiniksa Indemnified Party), would bind or impair an Kiniksa AGTC Indemnified Party, or includes any admission of wrongdoing or that any intellectual property or proprietary right of Kiniksa is invalid or unenforceable. The Kiniksa in which case, AGTC shall indemnify Biogen Indemnified Parties under Section 17.3 or (ii) Biogen or any Biogen Indemnified Party, in which case Biogen shall cooperate with Biogen and may, at their option and expense, be represented in any such action or proceeding by counsel of their own choosing. With respect to any Claim subject to indemnification indemnify the AGTC Indemnified Parties under this Section 9.3: (i) both Biogen and the Kiniksa Indemnified Parties, as the case may be, shall keep the other Person fully informed of the status of such Claim and any related proceedings at all stages thereof where such Person is not represented by its own counsel, (ii) the Parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to cooperate in good faith with each other in order to ensure the proper and adequate defense of any such Claim and (iii) the Parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and information protected by the attorney-client and work-product privileges in any such action or prosecution17.2.