Common use of Indemnification by MacroGenics Clause in Contracts

Indemnification by MacroGenics. MacroGenics hereby agrees to defend, indemnify and hold harmless Incyte and its Affiliates and each of their respective directors, officers, employees, agents and representatives (each, an “Incyte Indemnitee”) from and against any and all Losses to which any Incyte Indemnitee may become subject as a direct result of any Claim to the extent such Losses result from: (a) the breach by MacroGenics of any warranty, representation, covenant or agreement made by MacroGenics in this Agreement or any Ancillary Agreement; (b) the negligence, illegal conduct, or willful misconduct of MacroGenics or its Affiliate or its licensee (other than Incyte or its Affiliate), or any officer, director, employee, agent or representative thereof in connection with this Agreement or any Ancillary Agreement; (c) the Exploitation of any Compound or Product by MacroGenics or its Affiliate or licensees, including in connection with the Ongoing Clinical Study, MacroGenics Combination Studies or any other activities conducted by MacroGenics or its Affiliate or licensees in connection with this Agreement or any Ancillary Agreement; except, with respect to each of clauses (a) through (c) above, to the extent such Losses arise directly or indirectly from the negligence, gross negligence, illegal conduct or willful misconduct of any Incyte Indemnitee or the breach by Incyte of any warranty, representation, covenant or agreement made by Incyte in this Agreement or any Ancillary Agreement.

Indemnification by MacroGenics. MacroGenics hereby agrees to defend, indemnify and hold harmless Incyte Takeda and its Affiliates and each of their respective directors, officers, employees, agents and representatives (each, an a “Incyte Takeda Indemnitee”) from and against any and all Losses to which any Incyte Takeda Indemnitee may become subject as a direct result of any Claim to the extent such Losses result fromarise directly or indirectly out of: (a) the practice by MacroGenics or its Affiliate or its licensee (other than Takeda or its Affiliates or sublicensee) of any retained or reverted license right under Article 3, Article 6 or Article 12 hereof to Develop, Manufacture or commercialize any Compound or Product pursuant to the terms of this Agreement, or, if MacroGenics exercises its Co-Promotion Option, any Co-Promotion Agreement; (b) the manufacture, use, handling, storage, sale or other disposition of any Compound or Product by MacroGenics or its Affiliate or its licensee (other than Takeda or its Affiliate or sublicensee); (c) the breach by MacroGenics of any warranty, representation, covenant or agreement made by MacroGenics in this Agreement or any Ancillary Agreement, or, if MacroGenics exercises the Co-Promote Option, the Co-Promotion Agreement; and (bd) the negligence, gross negligence, illegal conduct, or willful misconduct (including to the extent such negligence, gross negligence, illegal conduct or willful misconduct gives rise to product liability Claims under any legal theory) of MacroGenics or its Affiliate or its licensee (other than Incyte Takeda or its AffiliateAffiliate or sublicensee), or any officer, director, employee, agent or representative thereof in connection with this Agreement or any Ancillary Agreement; (c) the Exploitation of any Compound or Product by MacroGenics or its Affiliate or licensees, including in connection with the Ongoing Clinical Study, MacroGenics Combination Studies or any other activities conducted by MacroGenics or its Affiliate or licensees in connection with this Agreement or any Ancillary Agreementthereof; except, with respect to each of clauses subsections (a) through (cd) above, to the extent such Losses arise directly or indirectly from the negligence, gross negligence, illegal conduct or willful misconduct of any Incyte Takeda Indemnitee or the breach by Incyte Takeda of any warranty, representation, covenant or agreement made by Incyte Takeda in this Agreement or any Ancillary Agreement.

Indemnification by MacroGenics. MacroGenics hereby agrees to defend, indemnify and hold harmless Incyte Company and its Affiliates and each of their respective directors, officers, employees, agents and representatives (each, an “Incyte a "Company Indemnitee”") from and against any and all Losses to which any Incyte Company Indemnitee may become subject as a direct result of any Claim to the extent such Losses result fromarise directly or indirectly out of: (a) the practice by MacroGenics or its Affiliate or its licensee (other than Company or its Affiliates or sublicensee) of any retained or reverted license right under ARTICLE 3 to Develop, Manufacture or Commercialize any Compound or Product pursuant to the terms of this Agreement or, if MacroGenics exercises its Co-Promote Option, any Co-Promotion Agreement; (b) the manufacture, use, handling, storage, sale or other disposition of any Compound or Product by MacroGenics or its Affiliate or its licensee (other than Company or its Affiliate or sublicensee); (c) the breach by MacroGenics of any warranty, representation, covenant or agreement made by MacroGenics in this Agreement or any Ancillary Agreement, or, if MacroGenics exercises the Co-Promote Option, the Co-Promotion Agreement; or (bd) the gross negligence, illegal conduct, or willful misconduct (including to the extent such gross negligence, illegal conduct or willful misconduct gives rise to product liability Claims under any legal theory) of MacroGenics or its Affiliate or its licensee (other than Incyte Company or its AffiliateAffiliate or sublicensee), or any officer, director, employee, agent or representative thereof in connection with this Agreement or any Ancillary Agreement; (c) the Exploitation of any Compound or Product by MacroGenics or its Affiliate or licensees, including in connection with the Ongoing Clinical Study, MacroGenics Combination Studies or any other activities conducted by MacroGenics or its Affiliate or licensees in connection with this Agreement or any Ancillary Agreementthereof; except, with respect to each of clauses (a) through (cd) above, to the extent such Losses arise directly or indirectly from the negligence, gross negligence, illegal conduct or willful misconduct of any Incyte Company Indemnitee or the breach by Incyte Company of any warranty, representation, covenant or agreement made by Incyte Company in this Agreement or Agreement. Notwithstanding the foregoing, this Section 15.2 shall not apply to any Ancillary AgreementLosses of a Company Indemnitee that arise during the Co-Funding Term, to the extent such Losses are Commercialization Expenses that are included in Company's allocation of N.A. Profit/Loss.

Indemnification by MacroGenics. MacroGenics hereby agrees to defend, indemnify and hold harmless Incyte Company and its Affiliates and each of their respective directors, officers, employees, agents and representatives (each, an a “Incyte Company Indemnitee”) from and against any and all Losses to which any Incyte Company Indemnitee may become subject as a direct result of any Claim to the extent such Losses result fromarise directly or indirectly out of: (a) the practice by MacroGenics or its Affiliate or its licensee (other than Company or its Affiliates or sublicensee) of any retained or reverted license right under ARTICLE 3 to Develop, Manufacture or Commercialize any Compound or Product pursuant to the terms of this Agreement or, if MacroGenics exercises its Co-Promote Option, any Co-Promotion Agreement; (b) the manufacture, use, handling, storage, sale or other disposition of any Compound or Product by MacroGenics or its Affiliate or its licensee (other than Company or its Affiliate or sublicensee); (c) the breach by MacroGenics of any warranty, representation, covenant or agreement made by MacroGenics in this Agreement or any Ancillary Agreement, or, if MacroGenics exercises the Co-Promote Option, the Co-Promotion Agreement; or (bd) the gross negligence, illegal conduct, or willful misconduct (including to the extent such gross negligence, illegal conduct or willful misconduct gives rise to product liability Claims under any legal theory) of MacroGenics or its Affiliate or its licensee (other than Incyte Company or its AffiliateAffiliate or sublicensee), or any officer, director, employee, agent or representative thereof in connection with this Agreement or any Ancillary Agreement; (c) the Exploitation of any Compound or Product by MacroGenics or its Affiliate or licensees, including in connection with the Ongoing Clinical Study, MacroGenics Combination Studies or any other activities conducted by MacroGenics or its Affiliate or licensees in connection with this Agreement or any Ancillary Agreementthereof; except, with respect to each of clauses (a) through (cd) above, to the extent such Losses arise directly or indirectly from the negligence, gross negligence, illegal conduct or willful misconduct of any Incyte Company Indemnitee or the breach by Incyte Company of any warranty, representation, covenant or agreement made by Incyte Company in this Agreement or Agreement. Notwithstanding the foregoing, this Section 15.2 shall not apply to any Ancillary AgreementLosses of a Company Indemnitee that arise during the Co-Funding Term, to the extent such Losses are Commercialization Expenses that are included in Company’s allocation of N.A. Profit/Loss.