Indemnification by CRISPR Clause Samples

Indemnification by CRISPR. CRISPR hereby agrees to save, defend, indemnify and hold harmless EC from and against any and all losses, damages, liabilities, expenses and costs, including reasonable legal expense and attorneys’ fees (“Losses”), to which she may become subject as a result of any claim, demand, action or other proceeding by any person to the extent such Losses arise out of: (a) the gross negligence or willful misconduct of CRISPR, its Affiliates and/or their respective officers, directors, employees, consultants and agents; (b) the breach by CRISPR of any warranty, representation, covenant or agreement made by CRISPR in this Agreement; (c) the practice by CRISPR or Sublicensees of the license granted hereunder; or (d) the development, manufacture, use, handling, storage, sale or other disposition of any Therapeutic Product or Diagnostic Product by or on behalf of CRISPR or Sublicensees; in each case, except to the extent such Losses result from the gross negligence or willful misconduct of EC or the breach by EC of any warranty, representation, covenant or agreement made by EC in this Agreement. To the extent not already covered by CRISPR’s indemnification obligations under the first paragraph of this Section 9.1, CRISPR further agrees hereby to save, defend, indemnify and hold harmless EC from and against any and all Losses to which she may become subject as a result of any claim, demand, action or other proceeding by any person (including without limitation Regents, Vienna or any person to whom either of them may have granted, or purported to grant, rights under the Patent Rights) relating to or arising out of: (i) EC entering into this License Agreement with CRISPR and her grant of rights to CRISPR; (ii) the exercise by CRISPR of any of its rights under this Agreement; (iii) the filing, prosecution, maintenance, enforcement and/or defense by CRISPR of the Patent Rights in relation to the CRISPR Field; or (iv) EC bringing an infringement action under the Patent Rights or other Patent Proceedings at the request, under the direction, and in accordance with the instructions, of CRISPR; in each case, except to the extent such Losses result from the gross negligence or willful misconduct of EC or the breach by EC of any warranty, representation, covenant or agreement made by EC in this Agreement.

Indemnification by CRISPR. Each CRISPR Entity will jointly and severally indemnify, defend and hold harmless Vertex, its Affiliates, Sublicensees, distributors and each of its and their respective employees, officers, directors and agents (each, a “Vertex Indemnified Party”) from and against any and all Liabilities that the Vertex Indemnified Party may be required to pay to one or more Third Parties to the extent resulting from or arising out of: 10.2.1 the material breach by CRISPR (or any CRISPR Entity(ies)) of any of its representations, warranties or covenants set forth in this Agreement, except to the extent caused by the negligence or intentional acts of Vertex or any Vertex Indemnified Party; or 10.2.2 any claims of any nature arising out of the Research activities performed by CRISPR (or any CRISPR Entity(ies)) with respect to any Licensed Agent or Product prior to the Effective Date or during the Research Term, other than claims for which Vertex is required to indemnify CRISPR pursuant to Section 10.1. [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

Indemnification by CRISPR. CRISPR will indemnify, defend and hold harmless Adicet and its Affiliates, and each of its and their respective employees, officers, directors and agents (each, a “Adicet Indemnified Party”) from and against any and all Liabilities that any Adicet Indemnified Party may be required to pay to one or more Third Parties to the extent resulting from or arising out of: 11.2.1. [***]; 11.2.2. [***]; or 11.2.3. [***]. Notwithstanding the foregoing, CRISPR will have no obligation to indemnify the Adicet Indemnified Parties to the extent that the Liabilities arise out of or result from, directly or indirectly, matters for which such Adicet is obligated to indemnify CRISPR under Section 11.1.

Indemnification by CRISPR. CRISPR will indemnify, defend and hold harmless Sirius, each of its Affiliates, and each of its and its Affiliates’ respective employees, officers, directors and agents (each, a “Sirius Indemnified Party”) from and against any and all Liabilities that any Sirius Indemnified Party may be required to pay to one or more Third Parties to the extent resulting from or arising out of any claim by any Third Party based on: 9.2.1. [***]; 9.2.2. [***]; 9.2.3. [***]; 9.2.4. [***]; or 9.2.5. [***]. except, in each case, to the extent Sirius is required to indemnify CRISPR pursuant to Section 9.1.

Indemnification by CRISPR. CRISPR will indemnify, defend and hold harmless Vertex, its Affiliates, Sublicensees, Distributors and each of its and their respective employees, officers, directors and agents (each, a “Vertex Indemnified Party”) from and against any and all Liabilities that the Vertex Indemnified Party may be required to pay to one or more Third Parties to the extent resulting from or arising out of the material breach by CRISPR of any of its representations, warranties or covenants set forth in this Agreement, except to the extent caused by the negligence or intentional acts of Vertex or any Vertex Indemnified Party.

Indemnification by CRISPR. CRISPR will indemnify, defend and hold harmless Vertex, its Affiliates, Sublicensees, Distributors and each of its and their respective employees, officers, directors and agents (each, a “Vertex Indemnified Party”) from and against any and all Liabilities that the Vertex Indemnified Party may be required to pay to one or more Third Parties to the extent resulting from or arising out of: 9.2.1. the material breach by CRISPR of any of its representations, warranties or covenants set forth in this Agreement, except to the extent caused by the negligence or intentional acts of Vertex or any Vertex Indemnified Party; or 9.2.2. any claims of any nature arising out of the Research activities performed by CRISPR (a) with respect to any Product prior to the Effective Date, or (b) under the DM1 Guide Research Plan, in each case ((a) and (b)), other than claims for which Vertex is required to indemnify CRISPR pursuant to Section 9.1.

Indemnification by CRISPR. Each CRISPR Entity will jointly and severally indemnify, defend and hold harmless ViaCyte and its Affiliates, and each of its and their respective employees, officers, directors and agents (each, a “ViaCyte Indemnified Party”) from and against any and all Liabilities that any ViaCyte Indemnified Party may be required to pay to one or more Third Parties to the extent resulting from or arising out of: 8.2.1. [***] 8.2.2. [***].

Indemnification by CRISPR. Each CRISPR Entity will jointly and severally indemnify, defend and hold harmless Nkarta and its Affiliates, and each of its and their respective employees, officers, directors and agents (each, a “Nkarta Indemnified Party”) from and against any and all Liabilities that any Nkarta Indemnified Party may be required to pay to one or more Third Parties to the extent resulting from or arising out of: 12.2.1. [***]; or 12.2.2. [***].

Indemnification by CRISPR. CRISPR will indemnify, defend and hold harmless Bayer, each of its Affiliates, and each of its and its Affiliates’ respective employees, officers, directors and agents (each, a “Bayer Indemnified Party”) from and against any and all Liabilities that the Bayer Indemnified Party may be required to pay to one or more Third Parties to the extent resulting from or arising out of: 6.2.1. the material breach by CRISPR of any of its representations, warranties or covenants set forth in this Agreement, except to the extent caused by the negligence or intentional acts of Bayer or any Bayer Indemnified Party; or 6.2.2. any claims of any nature arising out of the Research, Development, Manufacture, Commercialization or use of any Eligible Product by, on behalf of, or under the authority of, CRISPR (other than by any Bayer Indemnified Party).