Indemnification by Celgene. Celgene will indemnify Bluebird, its Affiliates and their respective directors, officers, employees, Third Party licensors and agents, and their respective successors, heirs and assigns (collectively, “Bluebird Indemnitees”), and defend and save each of them harmless, from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) in connection with any and all suits, investigations, claims or demands of Third Parties (collectively, “Third Party Claims”) against the Bluebird Indemnitees arising from or occurring as a result of: (i) the material breach by Celgene of any term of this License Agreement; (ii) any gross negligence or willful misconduct on the part of Celgene in performing its obligations under this License Agreement; or (iii) the Development or Commercialization by or on behalf of Celgene or any of its Affiliates or Sublicensees of Elected Candidate or Licensed Product, except in each case for those Losses for which Bluebird has an obligation to indemnify Celgene pursuant to Section 9.6(b), as to which Losses each Party will indemnify the other to the extent of their respective liability; provided, however, that Celgene will not be obligated to indemnify Bluebird Indemnitees for any Losses to the extent that such Losses arise as a result of gross negligence or willful misconduct on the part of an Bluebird Indemnitee.
Indemnification by Celgene. Celgene shall indemnify, hold harmless, and defend Acceleron, its Affiliates, and their respective directors, officers, employees and agents and their respective successors, heirs and assigns (“Acceleron Indemnitees”) from and against any and all Third Party claims, suits, losses, liabilities, damages, costs, fees and expenses (including reasonable attorneys’ fees and expenses of litigation) (collectively, “Losses”) to the extent arising out of or resulting from (a) any breach of, or inaccuracy in, any representation or warranty made by Celgene in this Agreement, or any breach or violation of any covenant or agreement of Celgene in or pursuant to this Agreement; (b) the negligence or willful misconduct by or of Celgene, its Affiliates or Sublicensees, and their respective directors, officers, employees and agents; and (c) any product liability claims (under any theory, including actions in the form of tort, warranty or strict liability) relating to Celgene’s Development, Manufacturing, and Commercialization activities under this Agreement. Celgene shall have no obligation to indemnify the Acceleron Indemnitees to the extent that the Losses arise out of or result from, directly or indirectly, any breach of, or inaccuracy in, any representation or warranty made by Acceleron in this Agreement, or any breach or violation of any covenant or agreement of Acceleron in or pursuant to this Agreement, or the negligence or willful misconduct by or of any of the Acceleron Indemnitees.
Indemnification by Celgene. Celgene shall indemnify, defend and hold harmless Prothena and its Affiliates and its and their respective directors, officers, employees, agents, successors and assigns (collectively, the “Prothena Indemnitees”), from and against any and all Third Party Damages to the extent arising out of or relating to, directly or indirectly, any Third Party Claim based upon:
(a) the gross negligence or willful misconduct of Celgene or its Affiliates or its or their respective directors, officers, employees or agents, in connection with Celgene’s performance of its obligations under this Agreement;
(b) any breach by Celgene of any of its representations, warranties, covenants, agreements or obligations under this Agreement; or
(c) any claim for personal injury or death arising out of the Development, Manufacture or Commercialization of the Licensed Antibodies and Licensed Products in the Territory by or on behalf of Celgene or its Affiliates or Sublicensees during the Term; in each case (a)-(c), provided, however, that such indemnity shall not apply to the extent Prothena has an indemnification obligation pursuant to Section 9.2(a) or (b) for such Third Party Damages.
Indemnification by Celgene. CELGENE shall indemnify, defend and hold harmless EPIZYME and its Affiliates, and its and their respective directors, officers, employees and agents (collectively, the “EPIZYME Indemnitees”), from and against any and all liabilities, damages, losses, costs and expenses, including the reasonable fees of attorneys and other professional Third Party advisors and experts (collectively, “Losses”), arising out of or resulting from any and all suits, claims, actions, proceedings or demands brought by a Third Party (“Claims”) based upon:
(a) the willful misconduct of CELGENE or its Affiliates and its or their respective directors, officers, employees and agents, in connection with CELGENE’s performance of its obligations or exercise of its rights under this Agreement;
(b) any breach of any representation or warranty or express covenant made by CELGENE under Article 10 or any other provision under this Agreement; or
(c) the research that is conducted by or on behalf of CELGENE (excluding any research carried out by or on behalf of EPIZYME, its Affiliate or Sublicensee hereunder in accordance with the Research Plans), the handling and storage by or on behalf of CELGENE of any chemical agents or other compounds for the purpose of conducting research by or on behalf of CELGENE, and the Development, Manufacture, and Commercialization by CELGENE, its Affiliate or Sublicensee of any Licensed Compound, Licensed Product or Diagnostic Product, including (i) any Product Liability claims in the CELGENE Territory, or personal injury, property damage or other damage, and (ii) infringement of any Patent or other intellectual property rights of any Third Party in the CELGENE Territory, in each case resulting from any of the foregoing activities described in this Section 11.1(c); in each case, provided however that, such indemnity shall not apply to the extent EPIZYME has an indemnification obligation pursuant to Section 11.2 for such Loss. Any Losses as to which CELGENE is required to indemnify EPIZYME pursuant to the foregoing clause (c)(ii) shall be deemed to be royalties paid by CELGENE to Third Parties with respect to license rights to Third Party Patents or Know-How necessary for the Manufacture, use, offer for sale, sale or importation of the applicable Licensed Product or Diagnostic Product in the applicable country, and for which the provisions of Section 6.8.4(a) shall apply.
Indemnification by Celgene. Celgene shall indemnify, defend and hold harmless the Jounce Indemnitees, from and against any and all Third Party Damages to the extent arising out of or relating to, directly or indirectly, from any Claim based upon:
(a) the [***] under this Jounce Lead Co-Co Agreement;
(b) any [***] under this Jounce Lead Co-Co Agreement with respect to the ROW Territory; or
(c) [***];
(d) [***].
Indemnification by Celgene. Celgene shall indemnify, defend and hold harmless the Jounce Indemnitees, from and against any and all Third Party Damages to the extent arising out of or relating to, directly or indirectly, from any Claim based upon:
Indemnification by Celgene. Celgene shall indemnify, defend and hold harmless Prothena and its Affiliates, and its and their respective directors, officers, employees, agents, successors and assigns (collectively, the “Prothena Indemnitees”), from and against any and all Third Party Damages to the extent arising out of or relating to, directly or indirectly, any Third Party Claim based upon:
(a) the gross negligence or willful misconduct of Celgene or its Affiliates or its or their respective directors, officers, employees or agents, in connection with Celgene’s performance of its obligations under this Agreement;
(b) any breach by Celgene of any of its representations, warranties, covenants, agreements or obligations under this Agreement; or
(c) in the event that any Phase 1 Clinical Trial for a Collaboration Candidate or Collaboration Product is performed by Celgene pursuant to Section 2.5.1(b), any claim by or on behalf of clinical trial subjects for personal injury or death arising out of such Phase 1 Clinical Trial; in each case (a)-(c), provided, however, that such indemnity shall not apply to the extent Prothena has an indemnification obligation pursuant to Section 10.2(a) or (b) for such Third Party Damages.
Indemnification by Celgene. Celgene shall indemnify, defend and hold harmless the OncoMed Indemnitees, from and against any and all Damages to the extent arising out of or relating to, directly or indirectly, from any Claim based upon:
(a) the gross negligence or willful misconduct of Celgene or its Affiliates and its or their respective directors, officers, employees and agents in the ROW in connection with Celgene’s performance of its obligations or exercise of its rights under this Co-Co Agreement;
(b) any breach of any representation, warranty, covenant, agreement or obligation under this Co-Co Agreement with respect to the ROW; or
(c) subject to Section 9.2.2(c), the Development, Manufacture or Commercialization by Celgene, its Affiliate or Sublicensee of any Co-Co Product in the ROW, including any [***] in the ROW or any [***] in the ROW, in each case, resulting from any of the foregoing activities described in this Section 9.2.1(c); provided that Celgene shall have no obligation to indemnify, defend and hold harmless the OncoMed Indemnitees under this Section 9.2.1(c) from or against any Damages arising out of or relating to, directly or indirectly, any Claim in the ROW brought against OncoMed Indemnitees [***]; it being understood and agreed that this Section 9.2.1(c) shall not [***]; in each case, provided however that, such indemnity shall not apply to the extent OncoMed has an indemnification obligation pursuant to Section 9.2.2 for such Damage.
Indemnification by Celgene. Celgene shall indemnify, defend and hold Zymeworks and its Affiliates, and their respective officers, directors, employees, contractors, agents and assigns (each, a “Zymeworks Indemnified Party”), harmless from and against Losses incurred by any Zymeworks Indemnified Party as a result of any Third Party Claims against any Zymeworks Indemnified Party (including product liability claims) arising or resulting from: (a) the research, development or commercialization of Antibodies or Products by Celgene or its Affiliates or Third Parties acting under their authority under this Agreement, except for such activities undertaken at the specific written request of Zymeworks; (b) the negligence or willful misconduct of Celgene or its Affiliates or Third Parties (including Collaborators and other sublicensees and contractors) acting under their authority pursuant to this Agreement; or (c) the material breach of any term in or the covenants, warranties, representations made by Celgene to Zymeworks under this Agreement. Celgene is only obliged to so indemnify and hold the Zymeworks Indemnified Parties harmless to the extent that such Claims do not arise from the material breach of this Agreement or the negligence or willful misconduct of Zymeworks or its Related Parties.
Indemnification by Celgene. Celgene shall indemnify, defend and hold harmless Forma Inc. and its Affiliates, and its and their respective directors, officers, employees and agents (collectively, the “Forma Indemnitees”), from and against any and all Damages to the extent arising out of or relating to, directly or indirectly, from any claim (including Claims) based upon:
(a) the gross negligence or willful misconduct of Celgene or its Affiliates and its or their respective directors, officers, employees and agents, in connection with Celgene’s performance of its obligations or exercise of its rights under this Agreement;
(b) any breach of any representation or warranty or express covenant made by Celgene under ARTICLE 8 or any other provision under this Agreement; and
(c) the research that is conducted by or on behalf of Celgene and the development, manufacture, storage, handling, use, importation and commercialization by Celgene or its Affiliate or Sublicensee of any Licensed Compound or Licensed Product for any Product Liability claims resulting from any of the foregoing activities described in this Section 9.1(c); in each case, provided however that, such indemnity shall not apply to the extent Forma Inc. has an indemnification obligation pursuant to Section 9.2 for such Damages; provided, further, that with respect to claims other than Claims, any Damages in the form of reasonable legal expenses, costs of litigation or reasonable attorney’s fees shall not be due and payable or otherwise advanced to such Forma Indemnitee unless and until finally determined by a court of competent jurisdiction.
