Common use of Indemnification by Merck Clause in Contracts

Indemnification by Merck. Merck shall indemnify, defend and hold harmless Licensee and its Affiliates, and each of its and their respective employees, officers, directors and agents (each, a “Licensee Indemnified Party”) from and against any Liability that a Licensee Indemnified Party may incur, suffer or be required to pay resulting from or arising in connection with a suit or action brought by a Third Party with respect to (i) any breach by Merck of any of its representations, warranties and covenants contained in Sections 10.01, 10.02 and 10.04 herein or any material breach of its obligations (ii) the negligence and/or willful misconduct of Merck, (iii) the Development, Manufacture, use or other disposition of the Licensed Compound or Licensed Product by Merck or its Affiliates prior to the Effective Date, and (iv) the EPO Opposition. Notwithstanding the foregoing, Merck shall have no obligation under this Agreement to indemnify, defend or hold harmless any Licensee Indemnified Party with respect to any Liabilities to the extent that they result from the gross negligence or willful misconduct of Licensee, Licensee Indemnified Party or any of their respective employees, officers, directors or agents or that result from Licensee’s breach of its obligations under this Agreement.

Indemnification by Merck. Merck shall indemnify, defend and hold harmless Licensee Zymeworks and its Affiliates, and each of its and their respective officers, directors, employees, officerscontractors, directors agents and agents assigns (each, a “Licensee Zymeworks Indemnified Party”) ), harmless from and against Losses incurred by any Liability that a Licensee Zymeworks Indemnified Party may incur, suffer or be required to pay resulting from or arising in connection with as a suit or action brought by a result of any Third Party with respect to Claims against any Zymeworks Indemnified Party (iincluding without limitation product liability claims) any breach by Merck of any of its representations, warranties and covenants contained in Sections 10.01, 10.02 and 10.04 herein arising or any material breach of its obligations resulting from: (iia) the negligence research, development or commercialization of Program Antibodies and/or willful misconduct of Merck, (iii) the Development, Manufacture, use or other disposition of the Licensed Compound or Licensed Product Products by Merck or its Affiliates prior to the Effective DateAffiliates, licensees or sublicensees (excluding Zymeworks and its Related Parties) under this Agreement; (ivb) the EPO Opposition. Notwithstanding the foregoing, Merck shall have no obligation under this Agreement to indemnify, defend or hold harmless any Licensee Indemnified Party with respect to any Liabilities to the extent that they result from the gross negligence or willful misconduct of Licensee, Licensee Indemnified Party Merck or any of their respective employees, officers, directors its Affiliates pursuant to this Agreement; or agents or that result from Licensee’s (c) the material breach of its obligations any term in or the covenants, warranties, representations made by Merck to Zymeworks under this Agreement. Merck is only obliged to so indemnify and hold the Zymeworks Indemnified Parties harmless to the extent that such Claims do not arise from the material breach of this Agreement or the negligence or willful misconduct of Zymeworks or its Related Parties.

Indemnification by Merck. Merck shall indemnify, defend and hold harmless Licensee Licensor and its Affiliates, Affiliates and each of its and their the respective employees, officers, directors and agents (each, a the “Licensee Indemnified PartyLicensor Indemnitees”) harmless from and against any Liability that a Licensee Indemnified and all liability, damage, loss, cost or expense (including reasonable attorneys’ fees) to the extent arising out of Third Party may incurclaims or suits related to (a) Merck’s acts or omissions, suffer or be required to pay resulting from or arising during the Interim Period, in connection with a suit the On-Going Trials or action brought by a Third Party with respect to (i) any breach by Merck of any of its representations, warranties and covenants contained in Sections 10.01, 10.02 and 10.04 herein or any material breach of its obligations (ii) the negligence and/or willful misconduct of MerckFuture Trials, (iiib) the Development, Manufacturemanufacture, use or other disposition Commercialization of the Licensed a Compound, Follow-On Compound or Licensed Product by Merck or on behalf of Merck, its Affiliates prior to the Effective Dateor Sublicensees, and (ivc) the EPO Opposition. Notwithstanding the foregoinguse, Merck shall have no obligation under this Agreement to indemnifyhandling or storage of any Licensor Materials by or on behalf of Merck, defend its Affiliates or hold harmless any Licensee Indemnified Party with respect to any Liabilities to the extent that they result from the gross negligence or willful misconduct of LicenseeSublicensees, Licensee Indemnified Party or any of their respective employees, officers, directors or agents or that result from Licensee(d) Merck’s breach performance of its obligations under this Agreement, (e) breach by Merck of its representations, warranties or covenants set forth in this Agreement; provided, however, that Merck’s obligations pursuant to this Section 9.1 shall not apply to the extent such claims or suits (i) result from the negligence or willful misconduct of any of the Licensor Indemnitees or (ii) arise out of a breach by Licensor of its representations, warranties or covenants set forth in this Agreement.