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 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, 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 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. (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: *****
(b) Genentech shall indemnify, defend and hold harmless the Novartis Indemnitees from and against any and all Damages to the extent arising from any Third Party claim, action, suit, proceeding or investigation based on: *****
(c) Genentech shall indemnify, defend and hold harmless the Tanox Indemnitees from and against any and all Damages to the extent arising from any ***** *****.
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 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:
1.1.1 the negligence, recklessness or willful misconduct of Genentech or any of the Genentech Indemnitees; or
1.1.2 the breach of any of the warranties or representations made by Genentech to Xencor under this Agreement, Pharmacovigilance Agreement, or an applicable supply agreement; or
1.1.3 any breach by Genentech of its obligations pursuant to this Agreement, Pharmacovigilance Agreement, or an applicable supply agreement; or
Indemnification by Genentech. Genentech will indemnify and hold harmless Alkermes and its directors, officers, employees and agents from and against any suits, claims, losses, demands, liabilities, damages, costs and expenses (including court costs, reasonable attorneys' fees and reasonable investigative costs) in connection with any suit, demand or action by any third party arising out of or resulting from (a) any act or omission, proven or alleged, of Genentech in its performance of this Agreement, except to the extent that any of the foregoing arises out of or results from the gross negligence or willful misconduct of Alkermes, and (b) any proven or alleged claim of patent infringement, violation of intellectual property rights or unfair competition relating to any equipment, method, process or design used by Genentech in its performance of this Agreement (other than patent rights or other intellectual property rights owned or controlled by Alkermes).
Indemnification by Genentech. Genentech shall defend, indemnify and hold Alteon, its Affiliates, and their respective directors, officers, employees and agents, harmless from and against any and all claims, suits or demands for liability, damages, losses, costs and expenses (including the costs and expenses of attorneys and other professionals) (collectively, "Claims") arising out of third party claims or suits resulting from (a) any negligence, recklessness or wrongful intentional acts or omissions of Genentech or its Sublicensees, and their respective directors, officers, employees and agents, in connection with the work performed by Genentech under the Development Programs, or (b) the use or sale of Products by Genentech or its Sublicensees, and their respective directors, officers, employees and agents, pursuant to this Agreement, including, without limitation, promotion and advertising of Products and/or interactions and communications with governmental authorities, physicians or other third parties; excepting in any case to the extent any such Claims result from the negligence, recklessness or wrongful intentional acts or omissions of Alteon or its Affiliates, or their respective directors, officers, employees or agents.
