Common use of Indemnification by Celgene Clause in Contracts

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 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(a6.6.4(a) shall apply.

Indemnification by Celgene. CELGENE Celgene Corp. on behalf of itself and Celgene Alpine, shall indemnify, defend (subject to Section 12.3) and hold harmless EPIZYME SUTRO and its Affiliates, and its and their respective directors, officers, employees and agents (collectively, the “EPIZYME SUTRO 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 11 or any other provision under this Agreement; or; (c) the research that is conducted by or on behalf of CELGENE or its Affiliates (excluding any research carried out by or on behalf of EPIZYME, SUTRO or its Affiliate or Sublicensee Affiliates hereunder in accordance with the Research PlansPlan and/or Pre-Development Plan, as applicable), 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, development and Commercialization commercialization by CELGENE, its Affiliate or Sublicensee of any Licensed Compound, Licensed Product Collaboration BAC or Diagnostic ProductCollaboration ADC, 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 damage resulting from any of the foregoing activities described in this Section 11.1(c12.1(c); and (d) an allegation that the contribution by CELGENE to the Collaboration of any Third Party Binder, Format, Linker, Payload and/or any other Third Party Know-How, whether or not listed on the CELGENE Background IP Transfer Agreement, constitutes a breach by CELGENE of any agreement with such Third Party. in each case, provided however that, such indemnity shall not apply to the extent EPIZYME SUTRO has an indemnification obligation pursuant to Section 11.2 12.2 for such Loss. Any Losses as to Loss or any matters for which CELGENE is required to indemnify EPIZYME royalties have been reduced pursuant to the foregoing clause (c)(ii) shall be deemed Section 7.5 or milestones have been reduced pursuant 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 apply6.5.

Indemnification by Celgene. CELGENE Celgene shall indemnify, hold harmless, and defend and hold harmless EPIZYME and Acceleron, its Affiliates, and its and their respective directors, officers, employees and agents and their respective successors, heirs and assigns (collectively, the “EPIZYME Acceleron Indemnitees”), ) from and against any and all Third Party claims, suits, losses, liabilities, damages, lossescosts, costs fees and expenses, expenses (including the reasonable attorneys’ fees and expenses of attorneys and other professional Third Party advisors and experts litigation) (collectively, “Losses”), ) to the extent arising out of or resulting from any and all suits, claims, actions, proceedings or demands brought by a Third Party (“Claims”) based upon: (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 or Celgene, its Affiliates or Sublicensees, and its or 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 (other than Manufacture of Existing Drug Product supplied by Celgene to Acceleron for use in connection with CELGENE’s performance of its obligations or exercise of its rights Development activities under this Agreement; (b) , except to the extent such Losses arise out of Celgene’s breach of its warranty with respect to Existing Drug Product in Section 2.4.2), 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 of, or inaccuracy in, any representation or warranty or express covenant made by CELGENE under Article 10 Acceleron in this Agreement, or any other provision under breach or violation of any covenant or agreement of Acceleron in or pursuant to this Agreement; or (c) , or the research that is conducted negligence or willful misconduct 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 caseAcceleron Indemnitees. For clarity, provided however that, such indemnity shall any actions taken or 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 taken by CELGENE to Third Parties Acceleron at Celgene’s written direction with respect to license rights Licensed Compounds or Licensed Products pursuant to Third Party Patents or Know-How necessary this Agreement shall constitute activities of Celgene for the Manufacture, use, offer for sale, sale or importation purposes of the applicable Licensed Product or Diagnostic Product in the applicable country, and for which the provisions of this Section 6.8.4(a) shall apply11.7.1.