Indemnification by OncoMed Clause Samples
The "Indemnification by OncoMed" clause requires OncoMed to compensate or protect the other party from losses, damages, or liabilities that arise from specific actions or omissions related to OncoMed's conduct. Typically, this means OncoMed will cover legal costs, settlements, or judgments if the other party is sued due to OncoMed's negligence, breach of contract, or infringement of third-party rights. The core function of this clause is to allocate risk by ensuring that OncoMed bears responsibility for certain harms it causes, thereby protecting the other party from financial exposure related to OncoMed's actions.
Indemnification by OncoMed. OncoMed shall indemnify, defend and hold harmless Celgene and its directors, officers, employees and agents (collectively, the “Celgene Indemnitees”), from and against any and all Damages to the extent arising out of or relating to, directly or indirectly, from any Claim based upon:
(a) the gross negligence or willful misconduct of OncoMed or its Affiliates or its or their respective directors, officers, employees and agents, in connection with OncoMed’s performance of its obligations or exercise of its rights under this Agreement;
(b) any breach of any representation, warranty, covenant, agreement or obligation under this Agreement; or
(c) [***]; in each case, provided however that, such indemnity shall not apply to the extent Celgene has an indemnification obligation pursuant to Section 10.1 for such Damages.
Indemnification by OncoMed. OncoMed shall indemnify, defend and hold harmless the Celgene Indemnitees, from and against any and all Damages to the extent arising out of or relating to, directly or indirectly, from any Claim based upon:
(a) the gross negligence or willful misconduct of OncoMed or its Affiliates or its or their respective directors, officers, employees and agents, in connection with OncoMed’s performance of its obligations or exercise of its rights under this [***]SM Agreement; or
(b) any breach of any representation, warranty, covenant, agreement or obligation under this [***]SM Agreement. in each case, provided however that, such indemnity shall not apply to the extent Celgene has an indemnification obligation pursuant to Section 9.1 for such Damage.
Indemnification by OncoMed. OncoMed shall indemnify, defend and hold harmless the Celgene Indemnitees, from and against any and all Damages to the extent arising out of or relating to, directly or indirectly, from any Claim in the ROW based upon:
(a) the gross negligence or willful misconduct of OncoMed or its Affiliates or its or their respective directors, officers, employees and agents, in connection with OncoMed’s performance of its obligations or exercise of its rights under this Co-Co Agreement;
(b) any breach of any representation, warranty, covenant, agreement or obligation under this Co-Co Agreement; or
(c) any research, Development, use, Manufacture or Commercialization of OncoMed Reversion Products following the reversion thereof to OncoMed pursuant to Section 10.8, including any [***] in the ROW or the U.S. or any [***] in the ROW or the U.S., in each case, resulting from any of the foregoing activities described in this Section 9.2.2(c); in each case, provided however that, such indemnity shall not apply to the extent Celgene has an indemnification obligation pursuant to Section 9.2.1 for such Damage. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Indemnification by OncoMed. OncoMed shall indemnify, defend and hold harmless the Celgene Indemnitees, from and against any and all Damages to the extent arising out of or relating to, directly or indirectly, from any Claim, based upon:
(a) the gross negligence or willful misconduct of OncoMed or its Affiliates or its or their respective directors, officers, employees and agents in the U.S. in connection with OncoMed’s performance of its obligations or exercise of its rights under this Co-Co Agreement; or
(b) any breach of any representation, warranty, covenant, agreement or obligation under this Co-Co Agreement with respect to the U.S.; in each case, provided however that, such indemnity shall not apply to the extent (i) Celgene has an indemnification obligation pursuant to Section 9.1.1 for such Damages or (ii) [***]. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Indemnification by OncoMed. OncoMed shall indemnify, defend and hold harmless the Celgene Indemnitees, from and against any and all Damages to the extent arising out of or relating to, directly or indirectly, from any Claim based upon:
(a) the gross negligence or willful misconduct of OncoMed or its Affiliates or its or their respective directors, officers, employees and agents, in connection with OncoMed’s performance of its obligations or exercise of its rights under this License Agreement;
(b) any breach of any representation, warranty, covenant, agreement or obligation under this License Agreement; or
(c) any research, Development, use, Manufacture, or Commercialization of OncoMed Reversion Products following the reversion thereof to OncoMed pursuant to Section 10.7 in the Territory, including [***] in the Territory, in each case, resulting from any of the foregoing activities described in this Section 9.2(c); in each case, provided however that, such indemnity shall not apply to the extent Celgene has an indemnification obligation pursuant to Section 9.1 for such Damage.