Common use of Indemnification by Merck Clause in Contracts

Indemnification by Merck. Merck shall indemnify, defend and hold Licensor and its Affiliates and each of their respective employees, officers, directors and agents (the “Licensor Indemnitees”) harmless from and against any and all liability, damage, loss, cost or expense (including reasonable attorneys’ fees) to the extent arising out of Third Party claims or suits related to (a) Merck’s performance or non-performance or breach of its obligations and activities under this Agreement; or (b) breach by Merck of its representations or warranties set forth in Article 11; provided, however, that Merck’s obligations pursuant to this Article 13.1 shall not apply (i) to the extent such claims or suits result from the negligence or willful misconduct of any of the Licensor Indemnitees, or (ii) with respect to claims or suits arising out of breach by Licensor of its representations, warranties or covenants set forth in Article 11.

Indemnification by Merck. Merck shall indemnify, defend and hold Licensor Sutro and its Affiliates and each of their respective employees, officers, directors and agents (the “Licensor Sutro Indemnitees”) harmless from and against any and all liability, damage, loss, cost or expense (including reasonable attorneys’ fees) to the extent arising out of Third Party claims or suits related to to: (a) Merck’s negligence or willful misconduct; (b) Merck’s performance or non-performance or breach of its obligations and activities or exercising its rights under this Agreement; or (bc) breach by Merck of its representations or warranties set forth in Article 1110; provided, however, that Merck’s obligations pursuant to this Article 13.1 Section 11.1 shall not apply (i) to the extent such claims or suits result from the negligence or willful misconduct of any of the Licensor Sutro Indemnitees, or (ii) with respect to claims or suits arising out of breach by Licensor Sutro of its representations, warranties or covenants set forth in Article 1110.

Indemnification by Merck. Merck shall indemnify, defend and hold Licensor Sutro and its Affiliates and each of their respective employees, officers, directors and agents (the “Licensor Sutro Indemnitees”) harmless from and against any and all liability, damage, loss, cost or expense (including reasonable attorneys’ fees) to the extent arising out of Third Party claims or suits related to to: (a) Merck’s negligence or willful misconduct; (b) Merck’s performance or non-performance or breach of its obligations and activities or exercising its rights under this Agreement; or (bc) breach by Merck of its representations or warranties set forth in Article 1110; provided, however, that Merck’s obligations pursuant to this Article 13.1 Section 11.1 shall not apply (i) to the extent such claims or suits result from the negligence or willful misconduct of any of the Licensor Sutro Indemnitees, or (ii) with respect to claims or suits arising out of breach by Licensor Sutro of its representations, warranties or covenants set forth in Article 1110.

Indemnification by Merck. Merck shall indemnify, defend and hold Licensor and its Affiliates and each of their respective employees, officers, directors and agents (the “Licensor Indemnitees”) harmless from and against any and all liability, damage, loss, cost or expense (including reasonable attorneys’ fees) to the extent arising out of Third Party claims or suits related to to: (a) Merck’s negligence or willful misconduct; (b) Merck’s performance or non-performance or breach of its obligations and activities under this Agreement; (c) Merck’s Development or Commercialization of Product; or (bd) breach by Merck of its representations or warranties set forth in Article ARTICLE 11; provided, however, that Merck’s obligations pursuant to this Article 13.1 Section 12.1 shall not apply (i) to the extent such claims or suits result from the negligence or willful misconduct of any of the Licensor Indemnitees, or (ii) with respect to claims or suits arising out of breach by Licensor of its representations, warranties or covenants set forth in Article ARTICLE 11.