Indemnification by ImmunoGen. ImmunoGen will indemnify, defend and hold harmless CytomX, its Affiliates, contractors, distributors and each of its and their respective employees, officers, directors and agents (each, a “CytomX Indemnified Party”) from and against any and all Liabilities as a direct result of any Third Party Claims arising out of:
Indemnification by ImmunoGen. ImmunoGen will indemnify, defend and hold harmless CytomX, its Affiliates and each of its and their respective employees, officers, directors and agents (each, a “CytomX Indemnified Party”) from and against any and all liability, loss, damage, expense (including reasonable attorneys’ fees and expenses) and cost (collectively, a “Liability”) as a direct result of any Third Party claims, suits, actions, demands or judgments, including, without limitation, personal injury and product liability matters (collectively, “Third Party Claims”) arising out of a Material Breach of this Agreement by ImmunoGen, except, in each case, to the extent any such Third Party Claim or Liability results from a Material Breach of this Agreement by CytomX, the Development, Manufacture, Commercialization or use (including, without limitation, the production, manufacture, promotion, import, sale or use by any Person) of any Licensed Product by, on behalf of, or under the authority of, CytomX or any of its Affiliates, Sublicensees, subcontractors, distributors or agents (other than an ImmunoGen Indemnified Party), or the negligence, recklessness or intentional acts of CytomX or any of its Affiliates, Sublicensees, subcontractors, distributors or agents; provided that with respect to any Third Party Claim for which CytomX also has an obligation to indemnify any ImmunoGen Indemnified Party pursuant to Section 9.3 hereof, ImmunoGen shall indemnify each CytomX Indemnified Party for its Liability to the extent of ImmunoGen’s responsibility, relative to CytomX (or to Persons for whom CytomX is legally responsible), for the facts underlying the Third Party Claim. ***Certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Indemnification by ImmunoGen. ImmunoGen will indemnify, defend and hold harmless CytomX, its Affiliates and each of its and their respective employees, officers, directors and agents (each, a “CytomX Indemnified Party”) from and against any and all liability, loss, damage, expense (including reasonable attorneys’ fees and expenses) and cost (collectively, a “Liability”) as a direct result of any Third Party claims, suits, actions, demands or judgments, including, without limitation, personal injury and product liability matters (collectively, “Third Party Claims”) arising out of:
Indemnification by ImmunoGen. ImmunoGen agrees to indemnify, hold harmless and defend Licensee and its Affiliates and Sublicensees, and their respective officers, directors, employees, contractors, agents and assigns (collectively, “Licensee Indemnitees”), from and against any Claims to the extent arising or resulting from (a) the actions undertaken by ImmunoGen , its Affiliates or subcontractors during the Development, manufacture or use of the Compound and Product prior to the Effective Date, (b) the negligence, recklessness or wrongful intentional acts or omissions of ImmunoGen, its Affiliates, or the negligence, recklessness or intentional acts of any Third Party direct licensees (other than Licensee’s Sublicensees or subcontractors under this Agreement) of the Licensed Technology acting within the scope of such license with ImmunoGen, or (c) breach by ImmunoGen of any representation, warranty, obligation or covenant as set forth in this Agreement, except to the extent caused by a breach by Licensee, its Affiliates, subcontractors or Sublicensees of any of Licensee’s obligations, representations, warranties or covenants set forth in this Agreement, or Licensee’s, or its Affiliates’, subcontractors’ or Sublicensees’, negligence, recklessness or intentional acts.
Indemnification by ImmunoGen. ImmunoGen will Indemnify Raven, its Affiliates, and their respective employees and agents (each, a "Raven Indemnitee") against any and all Losses resulting from any Third Party Claim against them to the extent that such Third Party Claim arises out of (i) the development, manufacture, use, sale or other commercialization of Licensed Products by ImmunoGen, its Affiliates, sublicensees or distributors; (ii) the breach or alleged breach of any representation or warranty by ImmunoGen in Article 8; or (iii) the gross negligence or willful misconduct of ImmunoGen, its Affiliates, or their respective employees or agents; provided that such indemnity shall not apply to the extent Raven has an indemnification obligation pursuant to Section 9.1 for such Loss; and provided, further that such indemnity shall not apply to the extent arising from the gross negligence or willful misconduct of any Raven Indemnitee.
Indemnification by ImmunoGen. ImmunoGen shall indemnify Debiopharm, its Affiliates, its and their respective directors, officers, employees, consultants and agents, and its and their respective successors, heirs and assigns, in respect of, and hold each of them harmless and defend them against, all liabilities, judgments, claims, settlements, losses, damages, fees, Taxes, penalties, obligations and expenses (including reasonable attorneys’ fees and expenses and costs and expenses of investigation) (collectively, “Damages”) incurred or suffered by them resulting from, relating to or constituting:
Indemnification by ImmunoGen. ImmunoGen agrees to defend, indemnify and hold harmless Xxxxxxxx, its Affiliates, and its and their employees, directors, subcontractors and agents (each a “Xxxxxxxx Indemnified Party”) from and against any Third Party Claim to the extent such Third Party Claim arises from (i) the negligence or willful misconduct on the part of an ImmunoGen Indemnified Party in connection with this Agreement; (ii) Xxxxxxxx’x use in the Study of any ImmunoGen Compound found to have a Non-Conformance (such use being prior to Xxxxxxxx becoming aware of such Non- Conformance); (iii) a breach on the part of ImmunoGen of any of its representations and warranties or any other covenants or obligations of ImmunoGen under this Agreement; (iv) a breach of Applicable Law by ImmunoGen; or (v) injuries and illness experienced by a Study subject resulting solely from administration of the ImmunoGen Compound; except to the extent that such Third Party Claim was caused by (a) the negligence or willful misconduct on the part of a Xxxxxxxx Indemnified Party; (b) a breach on the part of Xxxxxxxx of any of its representations and warranties or any other covenants or obligations of Xxxxxxxx under this Agreement; (c) a breach of Applicable Law by Xxxxxxxx; or (d) a defect due to the handling of the ImmunoGen Compound by Xxxxxxxx after Delivery.
Indemnification by ImmunoGen. ImmunoGen will indemnify, defend and hold harmless CytomX, its Affiliates and each of its and their respective employees, officers, directors and agents (each, a “CytomX Indemnified Party”) from and against any and all liability, loss, damage, expense (including reasonable attorneys’ fees and expenses) and cost (collectively, a “Liability”) as a direct result of any Third Party claims, suits, actions, demands or judgments, including, without limitation, personal injury and product liability matters (collectively, “Third Party Claims”) arising out of [***]. ***Certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Indemnification by ImmunoGen. Subject to Section 8.3 below and the remainder of this Section 8.1, ImmunoGen shall indemnify, defend and hold harmless Genentech, its Affiliates and their respective directors, officers, employees, and agents and their respective successors, heirs and assigns (the “Indemnitees”), from and against any liability, damage, loss or expense (including reasonable attorney’s fees and expenses of litigation) incurred by or imposed upon such Indemnitees, or any of them, in connection with any third party claims, suits, actions, demands or judgments, including without limitation, personal injury and product liability matters that arise out of or relate to (i) the material breach of this Agreement by ImmunoGen, (ii) the negligence or willful misconduct on the part of ImmunoGen, and (iii) ImmunoGen’s failure to comply with applicable laws.
Indemnification by ImmunoGen. ImmunoGen will indemnify, defend and hold harmless CytomX, its Affiliates and each of its and their respective employees, officers, directors and agents (each, a “CytomX Indemnified Party”) from and against any and all liability, loss, damage, expense (including reasonable attorneys’ fees and expenses) ***Certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. and cost (collectively, a “Liability”) as a direct result of any Third Party claims, suits, actions, demands or judgments, including, without limitation, personal injury and product liability matters (collectively, “Third Party Claims”) arising out of:
