Indemnification by Genentech. Genentech shall defend, indemnify and hold harmless ACI, its Affiliates and their respective officers, directors, employees and agents from and against any and all Losses, to the extent arising out of or attributable to (i) the inaccuracy or breach of any representation or warranty made by Genentech under this Agreement, or (ii) the development, marketing, approval, manufacture, packaging, labeling, handling, storage, transportation, use, distribution, promotion, marketing or sale of Licensed Products by Genentech; in each case except to the extent that such Losses are subject to indemnification pursuant to Section 11.1.
Indemnification by Genentech. Genentech agrees to INDEMNIFY and to DEFEND and to HOLD HARMLESS Tanox and (i) all of its present or former agents, employee, officers, directors, shareholders, partners, joint venturers, and attorneys; (ii) all companies, partnerships, joint ventures, or firms affiliated with or subsidiary to Tanox; (iii) its predecessors, successors, and assigns; (iv) all other persons, partners, joint venturers, firms, partnerships joint ventures, and corporations for whose conduct Tanox may be liable; and (v) all of its insurers from All Claims, together with all costs, expenses, and legal fees, that may be asserted against Tanox by any person, entity, firm, or corporation claiming by, through, or under Genentech, that arise out of the Incident and/or the Lawsuit.
Indemnification by Genentech. Genentech shall defend, indemnify and hold harmless Denali and its respective officers, directors, employees and agents from and against any and all Losses arising out of or in any way attributable to (i) the inaccuracy or breach of any representation, warranty, or covenant made by Genentech under this Agreement, or (ii) the negligence or willful misconduct of Genentech, its Affiliates, or their respective officers, directors, employees, or agents; in each case except to the extent that such Losses are attributable to (a) Denali’s breach of any representation, warranty, or covenant made by Denali under this Agreement, (b) Denali’s breach of its obligations under this Agreement, and/or (c) the negligence or willful misconduct of Denali or its respective officers, directors, employees or agents.
Indemnification by Genentech. Genentech hereby agrees to indemnify, defend and hold harmless TolerRx and its subsidiaries, parent corporations, Affiliates, officers, directors, agents, and employees, from and against any and all third party suits, claims, actions, demands, liabilities, settlements, expenses and/or loss (including reasonable legal expense and attorneys' fees) to the extent payable to such third party (collectively, "LOSSES") and arising out of or resulting from Genentech's or its third party sublicensee's performance of work under this Agreement, or the manufacturing, developing, distribution, testing, labeling, marketing, use or sale of Licensed Products by Genentech or its third party sublicensees in the Territory, except to the extent such Losses arise out of or result from the negligence or willful misconduct of TolerRx, TolerRx's breach of any terms of this Agreement or violation of any applicable law or regulation. For clarity, the foregoing does not include an indemnity regarding infringement of third party patent or trademark rights. In addition, Genentech hereby agrees to indemnify, defend and hold harmless TolerRx and its subsidiaries, parent corporations, Affiliates, officers, directors, and employees harmless from and against any and all Losses resulting from a breach by Genentech of any of its representations or warranties under Section 11.2 of this Agreement.
Indemnification by Genentech. GENENTECH shall defend and indemnify and hold harmless ROCHE from and against all third party costs, claims, suits, expenses (including reasonable attorney's fees) assessments, fines and damages (collectively "Claims") arising out of or resulting from its manufacture, formulating, filling and testing prior to passage of title to the Product to ROCHE from GENENTECH and which gives rise to a defect which could not normally be detected by adequate quality control testing on the part of ROCHE. The foregoing indemnification shall not extend to any claims which arise or result from any defect in ROCHE's manufacture of the Product (if such manufacture occurs). The foregoing indemnification shall be conditioned upon ROCHE: (a) providing written notice to GENENTECH within twenty (20) days after ROCHE has been given written notice of such Claim, (b) permitting GENENTECH the opportunity to assume full responsibility (at GENENTECH's expenses) for the investigation and defense of any such Claim; and (c) not settling or compromising any such Claim without GENENTECH's prior written consent.
Indemnification by Genentech. Genentech shall indemnify and hold Xencor, its Affiliates, and their respective officers, directors, agents and employees (“Xencor Indemnitees”) harmless from and against any Losses arising, directly or indirectly out of or in connection with any Claims arising under or related to this Agreement against them to the extent arising or resulting from:
Indemnification by Genentech. (a) Genentech shall indemnify, defend and hold harmless Tanox, its Affiliates, successors and permitted assigns and their respective directors, officers, employees and agents (the “Tanox Indemnitees”) from and against any and all Damages to the extent arising from any Third Party claim, action, suit, proceeding or investigation based on: *****
Indemnification by Genentech. Genentech shall indemnify, defend and hold harmless Sangamo and its directors, officers and employees, and the Select Sangamo Licensors, from and against any Third Party Claims (i) arising from any injury or damage arising out of or in connection with the negligence or willful misconduct of Genentech or its consultants, subcontractors or agents related to the performance of this Agreement or the breach by Genentech of its obligations under this Agreement, except to the extent that such Claims arise from the negligence or willful misconduct of the foregoing indemnified parties or the breach by *** CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION Sangamo of its obligations under this Agreement; (ii) [***]; (iii) arising from the manufacture, use, handling, storage, importation, exportation, or other transportation of Modified Cell Line(s) by Genentech or its sublicensees, subcontractors or agents, except to the extent that such Claims arise from Sangamo’s breach of its representations and warranties under Article 12; (iv) arising from the manufacture, use, handling, storage, importation, exportation, offer for sale, sale, or other disposition of Licensed Product(s) by Genentech or its sublicensees, subcontractors or agents, except to the extent that such Claims arise from Sangamo’s breach of its representations and warranties under Article 12; or (v) arising from the use by a Third Party of any Licensed Product sold or otherwise provided by Genentech or its sublicensees, subcontractors or agents.
Indemnification by Genentech. Subject to and except to the extent of any ---------------------------- indemnification from Immunex pursuant to Section 16.1(a) and (b) above, ----------------------- Genentech shall indemnify, defend and hold Immunex, and its Affiliates, directors, officers, employees and agents harmless from and against all Liabilities to the extent such Liabilities arise out of or result from (a) any material breach of the representations and warranties made by Genentech under this Agreement or any material breach of any of the covenants made by Genentech [*], or (b) Genentech's grossly negligent acts or omissions or willful misconduct. For the purposes of this Section 16.2, "willful ------------ misconduct" shall not include [*].
Indemnification by Genentech. (i) Indemnification Scope. Genentech hereby agrees to indemnify, defend and hold harmless each of Corvus, its Affiliates and its and their officers, directors, employees, subcontractors and agents (for purposes of Section 14.1, each, a “Corvus Indemnitee”) from and against Losses incurred in connection with Claims, to the extent such Losses (A) arise out of or in connection with (1) the negligence or willful misconduct of any Genentech Indemnitees; (2) Genentech’s breach of any of its representations, warranties, covenants or obligations under this Agreement; or (3) Genentech’s breach of any Applicable Law pertaining to activities it performs under this Agreement or (B) are directly caused by the Genentech Molecule.
