Common use of Indemnification by Merck Clause in Contracts

Indemnification by Merck. Merck hereby agrees to defend, indemnify, and hold harmless Company and its Affiliates and their respective directors, officers, employees, and agents (each, a “Company Indemnitee”) from and against any and all liabilities, expenses, and losses, including reasonable legal expenses and attorneys’ fees (collectively, “Losses”) incurred by any Company Indemnitee as a result of any claim, demand, action, or other proceeding (each, a “Claim”) by any Third Party to the extent such Losses arise out of:

Appears in 2 contracts

Samples: Exclusive License and Research Collaboration Agreement (Artiva Biotherapeutics, Inc.), Exclusive License and Research Collaboration Agreement (Artiva Biotherapeutics, Inc.)

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Indemnification by Merck. Merck hereby agrees to defend, shall indemnify, defend and hold harmless Company Sutro and its Affiliates and each of their respective directorsemployees, officers, employees, directors and agents (each, a the Company IndemniteeSutro Indemnitees”) harmless from and against any and all liabilitiesliability, expensesdamage, and lossesloss, cost or expense (including reasonable legal expenses and attorneys’ fees (collectively, “Losses”fees) incurred by any Company Indemnitee as a result of any claim, demand, action, or other proceeding (each, a “Claim”) by any Third Party to the extent such Losses arise arising out ofof Third Party claims or suits related to:

Appears in 1 contract

Samples: License Agreement

Indemnification by Merck. Merck hereby agrees to will defend, indemnify, and indemnify and hold harmless harmless, Company and its Affiliates and its and their respective directors, officers, employees, agents, representatives and agents assigns (eachcollectively, a the “Company IndemniteeIndemnified Parties) ), from and against any and all liabilities, damages, losses, costs and expenses, and losses, including reasonable legal expenses and attorneys’ fees and expenses (collectively, “Losses”) incurred by any Company Indemnitee as a result ), to the extent arising out of any claim, demand, action, or other proceeding (each, a “Claim”) by resulting from any Third Party suits, claims, actions, proceedings or demands (“Third Party Claims”) to the extent such Losses arise out ofbased upon:

Appears in 1 contract

Samples: Research Collaboration and Exclusive License Agreement (Foghorn Therapeutics Inc.)

Indemnification by Merck. Merck hereby agrees to defend, indemnify, defend and hold harmless Company and SurModics, its Affiliates and their respective directors, officers, employees, employees and agents (each, a “Company Indemnitee”) from and against any and all liabilities, expenses, and losses, including reasonable legal costs, damages, fees or expenses and attorneys’ fees (collectively, “Losses”) incurred by any Company Indemnitee as a result arising out of any claim, demand, action, or other proceeding (each, a “Claim”) by any Third Party claim relating to the extent such Losses arise out of:or resulting from [*]

Appears in 1 contract

Samples: Exclusive License and Research Collaboration Agreement (Surmodics Inc)

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Indemnification by Merck. Merck hereby agrees to defend, indemnify, and hold harmless Company and its Affiliates and their respective directors, officers, employees, and agents (each, a “Company Indemnitee”) from and against any and all liabilities, expenses, and losses, including reasonable legal expenses and attorneys’ fees (collectively, “Losses”) incurred by ), to which any Company Indemnitee may become subject as a result of any claim, demand, action, or other proceeding (each, a “Claim”) by any Third Party to the extent such Losses arise out of:

Appears in 1 contract

Samples: Research Collaboration and Exclusive License Agreement (Janux Therapeutics, Inc.)

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