Common use of Indemnification by Merck Clause in Contracts

Indemnification by Merck. Merck shall indemnify, defend and hold Zymeworks and its Affiliates, and their respective officers, directors, employees, contractors, agents and assigns (each, a “Zymeworks Indemnified Party”), harmless from and against Losses incurred by any Zymeworks Indemnified Party as a result of any Third Party Claims against any Zymeworks Indemnified Party (including without limitation product liability claims) arising or resulting from: (a) the research, development or commercialization of Program Antibodies and/or Products by Merck or its Affiliates, licensees or sublicensees (excluding Zymeworks and its Related Parties) under this Agreement; (b) the negligence or willful misconduct of Merck or its Affiliates pursuant to this Agreement; or (c) the material breach of 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 Zymeworks harmless Licensee and its Affiliates, and each of its and their respective employees, officers, directors, employees, contractors, directors and agents and assigns (each, a “Zymeworks Licensee Indemnified Party”), harmless ) from and against Losses incurred by any Zymeworks Liability that a Licensee Indemnified Party as may incur, suffer or be required to pay resulting from or arising in connection with a result suit or action brought by a Third Party with respect to (i) any breach by Merck of any Third Party Claims against of its representations, warranties and covenants contained in Sections 10.01, 10.02 and 10.04 herein or any Zymeworks Indemnified Party material breach of its obligations (including without limitation product liability claims) arising or resulting from: (aii) the researchnegligence and/or willful misconduct of Merck, development (iii) the Development, Manufacture, use or commercialization other disposition of Program Antibodies and/or Products the Licensed Compound or Licensed Product by Merck or its AffiliatesAffiliates prior to the Effective Date, licensees or sublicensees and (excluding Zymeworks and its Related Partiesiv) the EPO Opposition. Notwithstanding the foregoing, Merck shall have no obligation under this Agreement; (b) 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 Merck Licensee, Licensee Indemnified Party or its Affiliates pursuant to this Agreement; any of their respective employees, officers, directors or (c) the material agents or that result from Licensee’s breach of any term in or the covenants, warranties, representations made by Merck to Zymeworks its obligations 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 MERCK shall indemnify, defend indemnify and hold Zymeworks and harmless deCODE, its Affiliates, any present or future parent or subsidiary of them, and their respective officers, directors, employees, contractors, agents and assigns Affiliates (eachcollectively in this Section 9.1 referred to as “deCODE”) from and against any and all losses, liabilities, damages including, but not limited to, reasonable counsel fees, actually incurred by deCODE in defending against any litigation or 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 “Zymeworks Indemnified PartydeCODE Losses”), harmless from and against PROVIDED such deCODE Losses incurred by any Zymeworks Indemnified Party as a result arise solely out of any Third Party Claims against any Zymeworks Indemnified Party (including without limitation product liability claims) arising or resulting from: (ai) the researchpromotion, development marketing, distribution and sale, whether directly or commercialization through distributors, of Program Antibodies and/or the Products by Merck or Tests, or (ii) the negligence, recklessness or wrongful intentional acts or omissions of MERCK, its Affiliates or its Affiliatessublicensees, licensees if any, or sublicensees (excluding Zymeworks and its Related Parties) their respective directors, officers, employees or agents, in connection with the performance by MERCK under this Agreement; (b) and PROVIDED further, that this obligation by MERCK shall not apply in the negligence or willful misconduct of Merck or its Affiliates pursuant to this Agreement; or (c) the material breach of 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 event that such Claims do not arise from the material breach deCODE Losses are attributable in any manner to any intentional act or negligence, willful or otherwise, of this Agreement or the negligence or willful misconduct of Zymeworks or its Related PartiesdeCODE.

Indemnification by Merck. Merck MERCK shall indemnify, defend indemnify and hold Zymeworks and harmless deCODE, its Affiliates, any present or future parent or subsidiary of them, and their respective officers, directors, employees, contractors, agents and assigns Affiliates (each, a “Zymeworks Indemnified Party”), harmless collectively in this Section 9.1 referred to as "deCODE") from and against Losses any and all losses, liabilities, damages including, but not limited to, reasonable counsel fees, actually incurred by deCODE in defending against any Zymeworks Indemnified litigation or any claim whatsoever by a Third Party as a result and any and all amounts reasonably paid in settlement of any Third Party Claims against claim or litigation, any Zymeworks Indemnified Party settlement payments (including without limitation product liability claimswhich shall first be subject to MERCK's prior written consent, not to be unreasonably withheld) arising or resulting from: (acollectively in this section referred to as "deCODE Losses"), PROVIDED such deCODE Losses arise solely out of (i) the researchpromotion, development marketing, distribution and sale, whether directly or commercialization through distributors, of Program Antibodies and/or the Products by Merck or Tests, or (ii) the negligence, recklessness or wrongful intentional acts or omissions of MERCK, its Affiliates or its Affiliatessublicensees, licensees if any, or sublicensees (excluding Zymeworks and its Related Parties) their respective directors, officers, employees or agents, in connection with the performance by MERCK under this Agreement; (b) and PROVIDED further, that this obligation by MERCK shall not apply in the negligence or willful misconduct of Merck or its Affiliates pursuant to this Agreement; or (c) the material breach of 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 event that such Claims do not arise from the material breach deCODE Losses are attributable in any manner to any intentional act or negligence, willful or otherwise, of this Agreement or the negligence or willful misconduct of Zymeworks or its Related PartiesdeCODE.