Indemnification by Incyte. Incyte shall indemnify and hold OncorMed and its officers, directors, employees and agents harmless from all losses, liabilities, damages and expenses, including but not limited to reasonable attorneys' fees and costs, resulting from any claim, demand, action or proceeding by a Third Party regarding the infringement by Licensed Technology of any patent, copyright, trademark, trade secret or other intellectual property right of any Third Party, or regarding any misrepresentation made by Incyte or its agents to Third Parties with respect to the Collaborative Services.
Indemnification by Incyte. Incyte shall defend, indemnify and hold Gene Logic, its Affiliates and each or their respective directors, officers and employees ( each an "Gene Logic Indemnified Party") harmless from any and all Liabilities which the Gene Logic Indemnified Party may incur, suffer or be required to pay resulting from or arising in connection with any claims, demands, actions or other proceedings by any Third Party based upon any breach of any representation, warranty or covenant of Incyte under this Agreement. Notwithstanding the foregoing, Incyte shall have no obligation under this Agreement to indemnify, defend or hold harmless any Gene Logic Indemnified Party with respect to claims, demands, costs or judgments which result from willful misconduct or negligent acts or omissions of Gene Logic, its Affiliates, or any of their respective employees, officers, directors or agents.
Indemnification by Incyte. Incyte shall indemnify, defend and hold Corvas, its Affiliates and licensees harmless from and against any and all losses, liabilities, damages and expenses (including reasonable attorneys' fees and costs) as the result of claims, demands, actions or proceedings which may be made or instituted by any third party against any of them arising out of (i) a material breach of Incyte's representations, warranties or covenants under this Agreement, (ii) the manufacture, possession, distribution, use, testing, sale or other disposition of any product by Incyte, its affiliates or licensees (other than Corvas, Corvas' Affiliates or Corvas' sublicensees), or (iii) the gross negligence, recklessness or intentional misconduct of Incyte or its affiliates in connection with activities to be performed under this Agreement.
Indemnification by Incyte. Incyte shall indemnify and hold ELITRA and its directors, officers, employees, agents, representatives and affiliates harmless from and against any loss, liability, cost or expense (including, but not limited to, reasonable attorneys' fees and costs) arising from (i) [...***...], or (ii) [...***...]; except to the extent such loss, liability, cost or expense (including attorney's fees and costs) is attributable to: (a) a violation of law, regulation or court order by ELITRA, (b) a violation of any contractual or fiduciary duty (including misappropriation of trade secrets) owed by ELITRA to a third party, (c) recklessness or intentional misconduct of ELITRA, (d) any breach of this Agreement or misrepresentation contained herein by ELITRA, or (e) infringement by ELITRA (other than by use of the Microbial Dataflow Software or any portion thereof) of any third party's patent rights, copyrights or other intellectual property rights.
Indemnification by Incyte. Incyte shall indemnify, defend and hold GHI, GHI Affiliates and licensees harmless from and against any and all losses, liabilities, damages and expenses (including reasonable attorneys’ fees and costs) as the result of claims, demands, actions or proceedings which may be made or instituted by any third party against any of them arising out of (i) a material breach of Incyte’s representations, warranties or covenants under this Agreement, (ii) the development, manufacture, possession, distribution, use, testing, sale or other disposition of any product by Incyte, its Affiliate(s) or licensees (other than GHI, GHI Affiliates or their sublicensees), (iii) products liability arising from any use or practice of the GHI Patents by or under the authority of Incyte, or (iv) the gross negligence, recklessness or intentional misconduct of Incyte or its Affiliate(s) in connection with activities to be performed under this Agreement.
Indemnification by Incyte. Incyte shall indemnify and hold ELITRA and its directors, officers, employees, agents, representatives and affiliates harmless from and against any loss, liability, cost or expense (including, but not limited to, reasonable attorneys' fees and costs) arising from (i) [... *** ...], (ii) [... *** ...], (iii) [... *** ...], (iv) [... *** ...], or (v) [... *** ...]; except to the extent such loss, liability, cost or expense (including attorney's fees and costs) is attributable to: (a) a violation of law, regulation or court order by ELITRA, (b) a violation of any contractual or fiduciary duty (including misappropriation of trade secrets) owed by ELITRA to a third party, (c) recklessness or intentional misconduct of ELITRA, (d) any breach of this Agreement or misrepresentation contained herein by ELITRA, or (e) infringement by ELITRA (other than by use of the Microbial Information or the Microbial Dataflow Software or any portion thereof) of any third party's patent rights, copyrights or other intellectual property rights.
Indemnification by Incyte. Incyte hereby agrees to save, indemnify, defend and hold Hengrui, its Affiliates, its sublicensees and their respective directors, agents and employees harmless from and against any and all Losses arising in connection with any and all Third Party Claims resulting or otherwise arising from (i) any breach by Incyte of any of its representations, warranties, covenants or obligations pursuant to this Agreement, (ii) the negligence or willful misconduct by Incyte or its Affiliates or their respective officers, directors, employees, agents, consultants, subcontractors or sublicensees in performing any obligations under this Agreement, (iii) the Development or Manufacturing or Commercialization of the Licensed Antibodies and the Licensed Products in the Incyte Territory (including, for clarity, any product liability Losses resulting therefrom) by Incyte or its Affiliates or their respective officers, directors, employees, agents, consultants, subcontractors or sublicensees, or (iv) any Development Activities conducted by Incyte; in each case except to the extent that such Losses are subject to indemnification by Hengrui pursuant to Section 10.1.
Indemnification by Incyte. Incyte hereby agrees to defend, indemnify and hold harmless MacroGenics and its Affiliates, and each of their respective directors, officers, employees, agents and representatives (each, a “MacroGenics Indemnitee”) from and against any and all claims, suits, actions, demands, liabilities, expenses and/or losses, including reasonable legal expenses and attorneys’ fees (collectively, the “Losses”), to which any MacroGenics Indemnitee may become subject as a direct result of any claim, demand, action or other proceeding by any Third Party (each, a “Claim”), to the extent such Losses result from: (a) the Exploitation of any Compound or Product by Incyte or its Affiliate or Third Party sublicensee (including any Collaborator); (b) the breach by Incyte of any warranty, representation, covenant or agreement made by Incyte in this Agreement or in the Clinical Supply Agreement, the Clinical Quality Agreement, the Commercial Supply Agreement, or the Pharmacovigilance Agreement (collectively, the “Ancillary Agreements”); (c) the negligence, illegal conduct or willful misconduct of Incyte or its Affiliate or Third Party sublicensee (including any Collaborator), or any officer, director, employee, agent or representative thereof in connection with this Agreement or any Ancillary Agreement; or (d) any claims that the Exploitation of the Licensed Compound pursuant to and in accordance with the provisions of this Agreement infringes the [**] or the [**] (except that, to the extent (i) MacroGenics does not [**] as described in Section 3.2(c) in any instance and (ii) such sublicense to MacroGenics under the [**] would have prevented the occurrence of such Loss, then Incyte shall be relieved of its obligations 115 [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. CONFIDENTIAL TREATMENT REQUESTED under this Section 14.1(d) in connection with any resulting claims of infringement); and except, with respect to each of clauses (a) through (d) above, to the extent such Losses arise directly or indirectly from the negligence, gross negligence, illegal conduct or willful misconduct of any MacroGenics Indemnitee or the breach by MacroGenics of any warranty, representation, covenant or agreement made by MacroGenics in this Agreement or any Ancillary Agreement.
Indemnification by Incyte. Incyte shall indemnify, defend and hold Senomyx harmless from and against any and all losses, liabilities, damages and expenses (including reasonable attorneys' fees and costs) as a result of claims, demands, actions or proceedings which may be made or instituted by a Third Party against any of them arising out of (i) [...***...], (ii) [...***...], (iii) [...***...], or (iv) [...***...] except to the extent such losses, liabilities, damages and expenses (including reasonable attorney's fees and costs) resulted from the gross negligence, recklessness or intentional misconduct of Senomyx.
Indemnification by Incyte. Incyte shall indemnify Syros, its Affiliates and its and their respective directors, officers, employees and agents and defend and save each of them harmless, from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) in connection with any and all suits, investigations, claims or demands of Third Parties (collectively, “Third Party Claims”) to the extent arising from or occurring as a result of (a) the breach by Incyte of this Agreement; (b) the gross negligence or willful misconduct on the part of Incyte or its Affiliates, or its or their (sub)licensees, or its or their respective directors, officers, employees or agents in connection with this Agreement; or (c) the Exploitation by or on behalf of Incyte or any of its Affiliates, or its or their (sub)licensees, of any (i) compound or product (including any Associated Compound or Associated Product) with respect to any Program Target or (ii) Program Target; except, in each case ((a) - (c)), for those Losses for which Syros has an obligation to indemnify Incyte pursuant to Section 9.2 hereof, as to which Losses each Party shall indemnify the other to the extent of their respective liability.
