Common use of INDEMNIFICATION BY HYSEQ Clause in Contracts

INDEMNIFICATION BY HYSEQ. Hyseq hereby agrees to Indemnify Amgen and its Affiliates, agents, directors, officers and employees (the "Amgen Indemnitees") from and against any and all Losses resulting directly or indirectly from any Third Party claims, suits, actions or demands, whether brought during or after the Term, arising out of (a) any of Hyseq's representations and warranties set forth in this Agreement being untrue in any material respect when made; (b) any material breach or material default by Hyseq of its covenants and obligations under this Agreement; (c) Hyseq's carrying out of activities outside the Program Plan during the Term or Hyseq's [***] of any Third Party engaged by Hyseq) in carrying out its activities set forth in the Program Plan including, without limitation, Development activities of Hyseq; and/or (d) resulting solely from Amgen's proper use of Hyseq's Trademarks in connection with a Collaboration Product in accordance with the terms of this Agreement. To be eligible to be Indemnified as described above in this Section 14.2, the Amgen Indemnitees shall provide Hyseq with prompt notice of any claims, suits, actions or demands (with a description of [***] INDICATES THAT CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO RULE 24B-2. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

INDEMNIFICATION BY HYSEQ. Hyseq hereby agrees to Indemnify Amgen and its Affiliates, agents, directors, officers and employees (the "Amgen Indemnitees") from and against any and all Losses resulting directly or indirectly arising from any Third Party claims, suits, actions or demands, whether brought during demands resulting directly or after the Term, arising out of indirectly from (a) any of Hyseq's representations and warranties set forth in this License Agreement being untrue in any material respect when made; (b) the Development, manufacture and Commercialization of Licensed Products by, on behalf of or under authority of Hyseq, its Affiliates or its Sublicensees; and/or (c) any material breach or material default by Hyseq of its covenants and obligations under this Agreement; (c) Hyseq's carrying out of activities outside the Program Plan during the Term or Hyseq's [***] of any Third Party engaged by Hyseq) in carrying out its activities set forth in the Program Plan including, without limitation, Development activities of Hyseq; and/or (d) resulting solely from Amgen's proper use of Hyseq's Trademarks in connection with a Collaboration Product in accordance with the terms of this License Agreement. To be eligible to be Indemnified as described above in this Section 14.211.2, the Amgen Indemnitees shall provide Hyseq with prompt notice of any claims, suits, actions or demands (with a description of the claim and the nature and amount of any such Loss) giving rise to the indemnification obligation pursuant to this Section 11.2 and the exclusive ability to defend such claims, suits, actions or demands (with the reasonable cooperation of Amgen Indemnitees); provided however, that Hyseq shall be relieved of its obligations only if any failure by the Amgen Indemnitee to deliver prompt notice shall have [***] INDICATES THAT CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO RULE 24B-224b-2. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. been prejudicial to its ability to defend such claims, suits, actions or demands. Amgen shall have the right to retain its own counsel, at its own expense, if representation of the counsel of Hyseq would be inappropriate due to actual or potential differing interests between the Parties. Hyseq shall not settle or consent to the entry of any judgment with respect to any claim for Loss for which indemnification is sought [***]. Hyseq's obligation to Indemnify the Amgen Indemnitees pursuant to this Section 11.2 shall not apply to the extent of any Losses (i) that arise from the [***] of any Amgen Indemnitee (including but not limited to that arising from the manufacture of Licensed Product by Amgen), (ii) that arise from any material breach by Amgen of any representation, warranty, covenant or obligation under this License Agreement or (iii) for which Amgen is obligated to Indemnify the Hyseq Indemnitees pursuant to Section 11.1 of this License Agreement.

INDEMNIFICATION BY HYSEQ. Hyseq hereby agrees to Indemnify Amgen and its Affiliates, agents, directors, officers and employees (the "Amgen Indemnitees") from and against any and all Losses resulting directly or indirectly arising from any Third Party claims, suits, actions or demands, whether brought during demands resulting directly or after the Term, arising out of indirectly from (a) any of Hyseq's representations and warranties set forth in this License Agreement being untrue in any material respect when made; (b) the Development, manufacture and Commercialization of Licensed Products by, on behalf of or under authority of Hyseq, its Affiliates or its Sublicensees; and/or (c) any material breach or material default by Hyseq of its covenants and obligations under this Agreement; (c) Hyseq's carrying out of activities outside the Program Plan during the Term or Hyseq's [***] of any Third Party engaged by Hyseq) in carrying out its activities set forth in the Program Plan including, without limitation, Development activities of Hyseq; and/or (d) resulting solely from Amgen's proper use of Hyseq's Trademarks in connection with a Collaboration Product in accordance with the terms of this License Agreement. To be eligible to be Indemnified as described above in this Section 14.211.2, the Amgen Indemnitees shall provide Hyseq with prompt notice of any claims, suits, actions or demands (with a description of the claim and the nature and amount of any such Loss) giving rise to the indemnification obligation pursuant to this Section 11.2 and the exclusive ability to defend such claims, suits, actions or demands (with the reasonable cooperation of Amgen Indemnitees); provided however, that Hyseq shall be relieved of its obligations only if any failure by the Amgen Indemnitee to deliver prompt notice shall have been prejudicial to its ability to defend such claims, suits, actions or demands. Amgen shall have the right to retain its own counsel, at its own expense, if representation of the counsel of Hyseq would be inappropriate due to actual or potential differing interests between the Parties. Hyseq shall not settle or consent to the entry of any judgment with respect to any claim for Loss for [***] INDICATES THAT CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO RULE 24B-2. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. which indemnification is sought, [***]. Hyseq's obligation to Indemnify the Amgen Indemnitees pursuant to this Section 11.2 shall not apply to the extent of any Losses (i) that arise from the [***] of any Amgen Indemnitee (including but not limited to that arising from the manufacture of Licensed Product by Amgen), (ii) that arise from any material breach by Amgen of any representation, warranty, covenant or obligation under this License Agreement or (iii) for which Amgen is obligated to Indemnify the Hyseq Indemnitees pursuant to Section 11.1 of this License Agreement.

INDEMNIFICATION BY HYSEQ. Hyseq hereby agrees to Indemnify Amgen and its Affiliates, agents, directors, officers and employees (the "Amgen Indemnitees") from and against any and all Losses resulting directly or indirectly from any Third Party claims, suits, actions or demands, whether brought during or after the Term, arising out of (a) any of Hyseq's representations and warranties set forth in this Agreement being untrue in any material respect when made; (b) any material breach or material default by Hyseq of its covenants and obligations under this Agreement; (c) Hyseq's carrying out of activities outside the Program Plan during the Term or Hyseq's [***] of any Third Party engaged by Hyseq) in carrying out its activities set forth in the Program Plan including, without limitation, Development activities of Hyseq; and/or (d) resulting solely from Amgen's proper use of Hyseq's Trademarks in connection with a Collaboration Product in accordance with the terms of this Agreement. To be eligible to be Indemnified as described above in this Section 14.2, the Amgen Indemnitees shall provide Hyseq with prompt notice of any claims, suits, actions or demands (with a description of the claim and the nature and amount of any such Loss) giving rise to the indemnification obligation pursuant to this Section 14.2 and the exclusive ability to defend such claims, suits, actions or demands (with the reasonable cooperation of Amgen Indemnitees); provided however, that Hyseq shall be relieved of its obligations only if any failure by the Amgen Indemnitee to deliver prompt notice shall have been prejudicial to its ability to defend such claims, suits, actions or demands. Amgen shall have the right to retain its own counsel, at its own expense, if representation of the counsel of Hyseq would be inappropriate due to actual or potential differing interests between the Parties. Neither Party shall settle or consent to the entry of any judgment with respect to any claim for Loss for which indemnification is sought, [***]. Hyseq's obligation to Indemnify the Amgen Indemnitees pursuant to this Section 14.2 shall not apply to the extent of any Losses (i) that arise from the [***] INDICATES THAT CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO RULE 24B-2. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONSof any Amgen Indemnitee (including but not limited to that arising from the manufacture or Commercialization of Collaboration Product by Amgen); (ii) that arise from Amgen's breach of any representation, warranty, covenant or obligation under this Agreement; or (iii) for which Amgen is obligated to Indemnify the Hyseq Indemnitees pursuant to Section 14.1 of this Agreement.