Common use of Indemnification by Gilead Clause in Contracts

Indemnification by Gilead. Gilead shall defend, indemnify and hold harmless the MacroGenics Indemnitees from and against any and all losses, damages, fees, expenses, settlement amounts or costs (including reasonable attorneys’ fees and witness fees) (“Losses”) relating to or in connection with a Third Party claim arising out of (a) any death, personal bodily injury or damage to real or tangible personal property alleged or proven to result, directly or indirectly, from the possession, use or consumption of, or treatment with, a Program DART or Licensed Product Researched, Developed, Manufactured or Commercialized in the Gilead Territory for the applicable Licensed Program (or, as permitted under this Agreement, the MacroGenics Territory for the applicable Licensed Program), in each case by or on behalf of Gilead or its Affiliates or Sublicensees, including any product liability claims; (b) the Commercialization by or on behalf of Gilead or its Affiliates or Sublicensees of any Program DART or Licensed Product in the Gilead Territory; (c) any actual or alleged infringement or unauthorized use or misappropriation of any Patent or other intellectual property right of a Third Party with respect to the activities of Gilead or its Affiliates or Sublicensees hereunder; (d) any breach by Gilead of its representations, warranties or covenants made under this Agreement; or (e) any illegal or negligent act or omission or willful misconduct of Gilead or its Affiliates or Sublicensees or any of their employees, contractors or agents, in performing Gilead’s obligations or exercising Gilead’s rights under this Agreement; provided, however, that the foregoing indemnity shall not apply to the extent that any such Losses (i) are attributable to an illegal act by or the gross negligence or willful misconduct of any MacroGenics Indemnitees, or (ii) are otherwise subject to an obligation by MacroGenics to indemnify the Gilead Indemnitees under Section 12.2, as to which Losses the provisions of Section 12.4 shall apply.

Indemnification by Gilead. Gilead shall defendhereby agrees to Indemnify JT and its Affiliates, indemnify agents, directors, officers and hold harmless employees (the MacroGenics Indemnitees “JT Indemnitees”) from and against any and all losses, damages, fees, expenses, settlement amounts or costs (including reasonable attorneys’ fees and witness fees) (“Losses”) relating to or in connection with a Losses resulting from Third Party claim Claims arising directly or indirectly out of (ai) a breach of any death, personal bodily injury or damage to real or tangible personal property alleged or proven to result, directly or indirectly, from the possession, use or consumption of, or treatment with, a Program DART or Licensed Product Researched, Developed, Manufactured or Commercialized in the obligations of Gilead Territory for the applicable Licensed Program (or, as permitted under this Agreement, including without limitation Gilead’s representations and warranties or covenants pursuant to Article 10; or (ii) the MacroGenics Territory for Development, manufacture (to the applicable Licensed Programextent of any formulation work performed by Gilead pursuant to Article 7), in each case storage, distribution, promotion, labeling, handling, use, sale, offer for sale or importation of Compound or Products by or on behalf of Gilead Gilead, its Affiliates, its Third Party licensees or its Affiliates or Sublicensees, including any product liability claims; (b) the Commercialization by or on behalf of Gilead or its Affiliates or Sublicensees of any Program DART or Licensed Product Generic Licensees in the Gilead Territory; Expanded Territory (c) any actual or alleged infringement or unauthorized use or misappropriation of any Patent or other intellectual property right of a Third Party with respect subject to Section 11.3). Gilead’s obligation to Indemnify the JT Indemnitees pursuant to the activities of Gilead or its Affiliates or Sublicensees hereunder; (d) any breach by Gilead of its representations, warranties or covenants made under this Agreement; or (e) any illegal or negligent act or omission or willful misconduct of Gilead or its Affiliates or Sublicensees or any of their employees, contractors or agents, in performing Gilead’s obligations or exercising Gilead’s rights under this Agreement; provided, however, that the foregoing indemnity sentence shall not apply to the extent that any such Losses (iA) are attributable to an illegal act by or arise from the gross negligence or willful intentional misconduct of any MacroGenics Indemnitees, JT Indemnitee; (B) arise from any breach by JT of this Agreement or any Supply Agreement; or (iiC) are otherwise subject Losses for which JT is obligated to an obligation by MacroGenics to indemnify Indemnify the Gilead Indemnitees under pursuant to Section 12.211.1. A Supply Agreement, if any, may provide additional indemnification obligations of Gilead as the supplier of Compound or Products, including without limitation that Gilead shall indemnify JT for any Third Party Claims arising out of any failure by Gilead to which Losses the provisions of Section 12.4 shall applymanufacture and supply, or to have manufactured and supplied, Compound or Products in compliance with such agreements.

Indemnification by Gilead. Gilead shall hereby agrees to defend, indemnify and hold harmless and indemnify (collectively "Indemnify") GSK and its Affiliates, agents, directors, officers and employees (the MacroGenics Indemnitees "GSK Indemnitees") from and against any and all liabilities, expenses and/or losses, damages, fees, expenses, settlement amounts or costs including without limitation reasonable legal expenses and attorneys' fees (including reasonable attorneys’ fees and witness feescollectively "Losses") (“Losses”) relating to or in connection with a resulting from Third Party claim suits, claims, actions and demands (each, a "Third Party Claim") arising directly or indirectly out of (ai) a breach of any death, personal bodily injury of Gilead's representations and warranties or damage covenants pursuant to real or tangible personal property alleged or proven to result, directly or indirectly, from the possession, use or consumption of, or treatment with, a Program DART or Licensed Product Researched, Developed, Manufactured or Commercialized in the Gilead Territory for the applicable Licensed Program Article 11 (or, as permitted including without limitation any conflict between Gilead's obligations and activities under this AgreementAgreement and the IOCB/Rega. License); or (ii) the development, the MacroGenics Territory use, sale, offer for the applicable sale or importation of Licensed Program), in each case Products by or on behalf of Gilead or its Affiliates or Sublicensees, including any product liability claims; (b) the Commercialization by or on behalf of Gilead or its Affiliates or Sublicensees of any Program DART or Licensed Product and licensees in the Gilead Territory; (c) any actual or alleged infringement or unauthorized use or misappropriation of any Patent or other intellectual property right of a Third Party with respect . Gilead's obligation to Indemnify the activities of Gilead or its Affiliates or Sublicensees hereunder; (d) any breach by Gilead of its representations, warranties or covenants made under GSK Indemnitees pursuant to this Agreement; or (e) any illegal or negligent act or omission or willful misconduct of Gilead or its Affiliates or Sublicensees or any of their employees, contractors or agents, in performing Gilead’s obligations or exercising Gilead’s rights under this Agreement; provided, however, that the foregoing indemnity Section 12.1 shall not apply to the extent that any such Losses (iA) are attributable to an illegal act by or arise from the gross negligence or willful intentional misconduct of any MacroGenics Indemnitees, GSK Indemnitee (; (B) arise from any breach by GSK of this Agreement; or (iiC) are otherwise subject Losses for which GSK is obligated to an obligation by MacroGenics to indemnify Indemnify the Gilead Indemnitees under pursuant to Section 12.2. Notwithstanding any other term of this Section 12.1, as Gilead hereby confirms that it shall remain liable to which Losses the provisions of Indemnify GSK in accordance this Section 12.4 shall apply12.1 in relation to any [ * ].

Indemnification by Gilead. Gilead shall defendhereby agrees to Indemnify JT and its Affiliates, indemnify agents, directors, officers and hold harmless employees (the MacroGenics Indemnitees “JT Indemnitees”) from and against any and all losses, damages, fees, expenses, settlement amounts or costs (including reasonable attorneys’ fees and witness fees) (“Losses”) relating to or in connection with a Losses resulting from Third Party claim Claims arising directly or indirectly out of (ai) a breach of any deathobligations of Gilead under this Agreement, personal bodily injury including without limitation Gilead’s representations and warranties or damage covenants pursuant to real Article 10; or tangible personal property alleged (ii) the Development, manufacture (to the extent of any formulation work performed by Gilead pursuant to Article 7), storage, distribution, promotion, labeling, handling, use, sale, offer for sale or proven to result, directly importation of Compound and/or Products by Gilead or indirectly, from the possession, use or consumption of, or treatment with, a Program DART or Licensed Product Researched, Developed, Manufactured or Commercialized its Affiliates in the Gilead Territory for (subject to Section 11.3). Gilead’s obligation to Indemnify the applicable Licensed Program (or, as permitted under this Agreement, the MacroGenics Territory for the applicable Licensed Program), in each case by or on behalf of Gilead or its Affiliates or Sublicensees, including any product liability claims; (b) the Commercialization by or on behalf of Gilead or its Affiliates or Sublicensees of any Program DART or Licensed Product in the Gilead Territory; (c) any actual or alleged infringement or unauthorized use or misappropriation of any Patent or other intellectual property right of a Third Party with respect JT Indemnitees pursuant to the activities of Gilead or its Affiliates or Sublicensees hereunder; (d) any breach by Gilead of its representations, warranties or covenants made under this Agreement; or (e) any illegal or negligent act or omission or willful misconduct of Gilead or its Affiliates or Sublicensees or any of their employees, contractors or agents, in performing Gilead’s obligations or exercising Gilead’s rights under this Agreement; provided, however, that the foregoing indemnity sentence shall not apply to the extent that any such Losses (iA) are attributable to an illegal act by or arise from the gross negligence or willful intentional misconduct of any MacroGenics Indemnitees, JT Indemnitee; (B) arise from any breach by JT of this Agreement or any Supply Agreement; or (iiC) are otherwise subject Losses for which JT is obligated to an obligation by MacroGenics to indemnify Indemnify the Gilead Indemnitees under pursuant to Section 12.211.1. The Supply Agreement, if any, may provide additional indemnification obligations of Gilead as the supplier of Compound and/or Products, including without limitation that Gilead shall indemnify JT for any Third Party Claims arising out of any failure by Gilead to which Losses the provisions of Section 12.4 shall applymanufacture and supply, or to have manufactured and supplied, Compound and/or Products in compliance with such agreements.