Common use of Indemnification by Merck Clause in Contracts

Indemnification by Merck. Merck hereby agrees to indemnify, hold harmless and defend Ambrx, its Affiliates and their respective officers, directors, agents, employees, successors and assigns (collectively, the “Ambrx Indemnified Parties”) against any and all losses, costs, expenses, fees or damages arising out of or relating to claims, allegations, suits, actions or proceedings asserted by any Third Party, whether governmental or private, arising out of or relating to (i) the research, development, manufacture, use, sale or other disposition of Compounds and Products by Merck or its Affiliates or sublicensees under this Agreement, (ii) the breach of any of Merck’s covenants, representations or warranties under this Agreement, or (iii) the negligence or willful misconduct by Merck, its Affiliates or their respective officers, directors, agents or employees, in performing any obligations under this Agreement; provided, however, that Merck shall not be required to indemnify, hold harmless or defend any Ambrx Indemnified Party against any claim to the extent that Ambrx has an obligation to indemnify the Merck Indemnified Parties under clauses (iii) or (iv) of Section 9.2.

Indemnification by Merck. Merck hereby agrees to shall indemnify, defend and hold harmless Licensee and defend Ambrxits Affiliates, and each of its Affiliates and their respective employees, officers, directorsdirectors and agents (each, agents, employees, successors and assigns (collectively, the a “Ambrx Licensee Indemnified PartiesParty”) from and against any and all lossesLiability that a Licensee Indemnified Party may incur, costs, expenses, fees suffer or damages be required to pay resulting from or arising out of in connection with a suit or relating to claims, allegations, suits, actions or proceedings asserted action brought by any a Third Party, whether governmental or private, arising out of or relating 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 researchnegligence and/or willful misconduct of Merck, development(iii) the Development, manufactureManufacture, use, sale use or other disposition of Compounds and Products the Licensed Compound or Licensed Product by Merck or its Affiliates or sublicensees prior to the Effective Date, and (iv) the EPO Opposition. Notwithstanding the foregoing, Merck shall have no obligation under this AgreementAgreement to indemnify, (ii) defend or hold harmless any Licensee Indemnified Party with respect to any Liabilities to the breach of any of Merck’s covenants, representations or warranties under this Agreement, or (iii) extent that they result from the gross negligence or willful misconduct by Merckof Licensee, its Affiliates Licensee Indemnified Party or any of their respective employees, officers, directors, directors or agents or employees, in performing any that result from Licensee’s breach of its obligations under this Agreement; provided, however, that Merck shall not be required to indemnify, hold harmless or defend any Ambrx Indemnified Party against any claim to the extent that Ambrx has an obligation to indemnify the Merck Indemnified Parties under clauses (iii) or (iv) of Section 9.2.

Indemnification by Merck. Merck hereby agrees to indemnify, hold harmless and defend AmbrxChimerix, its Affiliates and their respective officers, directors, agents, employees, successors and assigns (collectively, the “Ambrx Chimerix Indemnified Parties”) against any and all losses, costs, expenses, fees or damages arising out of or relating to claims, allegations, suits, actions or proceedings asserted by any Third Party, whether governmental or private, arising out of or relating to (i) the research, development, manufacture, use, sale or other disposition of Compounds and Products by Merck or its Affiliates or sublicensees under this Agreement, (ii) the breach of any of Merck’s covenants, representations or warranties under this Agreement, (ii) the research, development, manufacture, use, sale or other disposition of any Compound or Product by Merck, or (iii) the negligence or willful misconduct by Merck, its Affiliates or their respective officers, directors, agents or employees, in performing any obligations under this Agreement; provided, however, that Merck shall not be required to indemnify, hold harmless or defend any Ambrx Chimerix Indemnified Party against any claim to the extent that Ambrx Chimerix has an obligation to indemnify the Merck Indemnified Parties under clauses (iiiSections 9.2(i) or (iv) of Section 9.2iii).

Indemnification by Merck. Merck hereby agrees to indemnify, MERCK shall indemnify and hold harmless and defend AmbrxdeCODE, its Affiliates Affiliates, any present or future parent or subsidiary of them, and their respective officers, directors, agents, employees, successors agents and assigns Affiliates (collectively, the “Ambrx Indemnified Parties”collectively in this Section 9.1 referred to as "deCODE") from and against any and all losses, costsliabilities, expensesdamages including, fees but not limited to, reasonable counsel fees, actually incurred by deCODE in defending against any litigation or damages arising any claim whatsoever by a Third Party and any and all amounts reasonably paid in settlement of any claim or litigation, any settlement payments (which shall first be subject to MERCK's prior written consent, not to be unreasonably withheld) (collectively in this section referred to as "deCODE Losses"), PROVIDED such deCODE Losses arise solely out of or relating to claims, allegations, suits, actions or proceedings asserted by any Third Party, whether governmental or private, arising out of or relating to (i) the researchpromotion, developmentmarketing, manufacturedistribution and sale, usewhether directly or through distributors, sale of the Products or other disposition of Compounds and Products by Merck Tests, or its Affiliates or sublicensees under this Agreement, (ii) the breach negligence, recklessness or wrongful intentional acts or omissions of any of Merck’s covenants, representations or warranties under this Agreement, or (iii) the negligence or willful misconduct by MerckMERCK, its Affiliates or its sublicensees, if any, or their respective directors, officers, directors, agents employees or employeesagents, in performing any obligations connection with the performance by MERCK under this Agreement; provided, howeverand PROVIDED further, that Merck this obligation by MERCK shall not be required apply in the event that such deCODE Losses are attributable in any manner to indemnifyany intentional act or negligence, hold harmless willful or defend any Ambrx Indemnified Party against any claim to the extent that Ambrx has an obligation to indemnify the Merck Indemnified Parties under clauses (iii) or (iv) otherwise, of Section 9.2deCODE.

Indemnification by Merck. Merck hereby agrees to indemnify, MERCK shall indemnify and hold harmless and defend AmbrxdeCODE, its Affiliates Affiliates, any present or future parent or subsidiary of them, and their respective officers, directors, agents, employees, successors agents and assigns Affiliates (collectively, the collectively in this Section 9.1 referred to as “Ambrx Indemnified PartiesdeCODE”) from and against any and all losses, costsliabilities, expensesdamages including, fees but not limited to, reasonable counsel fees, actually incurred by deCODE in defending against any litigation or damages arising any claim whatsoever by a Third Party and any and all amounts reasonably paid in settlement of any claim or litigation, any settlement payments (which shall first be subject to MERCK’s prior written consent, not to be unreasonably withheld) (collectively in this section referred to as “deCODE Losses”), PROVIDED such deCODE Losses arise solely out of or relating to claims, allegations, suits, actions or proceedings asserted by any Third Party, whether governmental or private, arising out of or relating to (i) the researchpromotion, developmentmarketing, manufacturedistribution and sale, usewhether directly or through distributors, sale of the Products or other disposition of Compounds and Products by Merck Tests, or its Affiliates or sublicensees under this Agreement, (ii) the breach negligence, recklessness or wrongful intentional acts or omissions of any of Merck’s covenants, representations or warranties under this Agreement, or (iii) the negligence or willful misconduct by MerckMERCK, its Affiliates or its sublicensees, if any, or their respective directors, officers, directors, agents employees or employeesagents, in performing any obligations connection with the performance by MERCK under this Agreement; provided, howeverand PROVIDED further, that Merck this obligation by MERCK shall not be required apply in the event that such deCODE Losses are attributable in any manner to indemnifyany intentional act or negligence, hold harmless willful or defend any Ambrx Indemnified Party against any claim to the extent that Ambrx has an obligation to indemnify the Merck Indemnified Parties under clauses (iii) or (iv) otherwise, of Section 9.2deCODE.