Common use of Indemnification by Selexis Clause in Contracts

Indemnification by Selexis. During the term of this Agreement and thereafter, Selexis hereby agrees to save, defend and hold COMPANY, its Affiliates, and their respective officers, directors, employees, consultants and agents harmless from and against any and all liability, damage, loss or expense (collectively, “Losses”) resulting directly or indirectly from (i) any material breach (or with respect to a claim by a Third Party, any alleged breach) of Selexis’ representations, warranties, and covenants set forth in this Agreement, or (ii) Third Party claims resulting from the practice of licensed rights by COMPANY in accordance with this Agreement, except to the extent that such Losses result from the gross negligence or intentional misconduct of COMPANY, its Affiliates, and their respective officers, directors, employees, consultants and agents. In the event COMPANY seeks indemnification under this Section 8.1, COMPANY shall (a) notify Selexis of a claim as soon as reasonably practicable after it receives notice of the claim, (b) provided that Selexis is not contesting the indemnity obligation, permit Selexis to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration) , provided further that Selexis shall act reasonably and in good faith with respect to all matters relating to the settlement or disposition of any claim as the settlement or disposition relates to parties being indemnified under this Article 8, and (c) cooperate as requested (at Selexis’ expense) in the defense of the claim; but provided always that Selexis may not settle any such claim or otherwise consent to an adverse judgment or order in any relevant action or other proceeding or make any admission as to liability or fault without the prior express written permission of COMPANY.

Indemnification by Selexis. During the term Term of this Agreement and thereafter, Selexis SELEXIS hereby agrees to save, defend and hold COMPANY, its Affiliates, and their respective officers, directors, employees, consultants and agents harmless from and against any and all liability, damage, loss or expense (collectively, “Losses”) Losses resulting directly or indirectly from (i) any Third Party claim alleging that [***]; or (ii) any material breach (or with respect to a claim by a Third Party, any alleged breach) of SelexisSELEXIS’ representations, warranties, warranties and covenants set forth in this Agreement, or (ii) Third Party claims resulting from the practice of licensed rights by COMPANY Article 6; except in accordance with this Agreement, except each case to the extent that such Losses result from the were caused by willful misconduct or gross negligence of COMPANY or intentional misconduct any of COMPANY, its Affiliates, and their respective officers, directors, employees, consultants and agentsCollaborators or Sublicensees. In the event COMPANY seeks indemnification under this Section 8.1Article 7.1, COMPANY shall (a) notify Selexis SELEXIS of a any claim as soon as reasonably practicable after it receives notice of the claim, (b) provided that Selexis is not contesting the indemnity obligation, permit Selexis . COMPANY shall allow SELEXIS to assume direction conduct and control of the defense of against the claim (including without limitation to settle the right claim solely for monetary consideration), shall (at SELEXIS’ expense) execute and deliver such documents and other papers and take such further actions as may be reasonably required to defend against the claim (including without limitation to settle the claim solely for monetary consideration) , provided further that Selexis and shall act reasonably and in good faith with respect to all matters relating to the settlement or disposition of any claim as the settlement or disposition relates to parties being indemnified under this Article 8, and (cat SELEXIS’ expense) cooperate as requested (at Selexis’ expense) by SELEXIS in the defense of the claim; but , provided always that Selexis SELEXIS may not settle any such claim or otherwise consent to an adverse judgment or order in any relevant action or other proceeding or make which includes any admission as to liability or fault without the prior express written permission consent of COMPANY, which consent will not be unreasonably withheld.

Indemnification by Selexis. During the term of this Agreement Term and thereafter, Selexis SELEXIS hereby agrees to save, defend and hold COMPANY, its Affiliates, and their respective officers, directors, employees, consultants and agents harmless from and against any and all liability, damage, loss or expense (collectively, “Losses”) Losses resulting directly or indirectly from (i) any Third Party claim alleging that Customer’s use of the SELEXIS Technology and/or the SELEXIS Materials in strict accordance with the terms of this Agreement infringes or misappropriates such Third Party’s intellectual property or other property right (except to the extent such claim relates to the use of the SELEXIS Technology and/or SELEXIS Materials in combination with any technologies or materials not supplied by SELEXIS or any modifications made by anyone other than SELEXIS to the SELEXIS Technology or SELEXIS Materials); or (ii) any material breach (or with respect to a claim by a Third Party, any alleged breach) of SelexisSELEXIS’ representations, warranties, warranties and covenants set forth in this Agreement, or (ii) Third Party claims resulting from the practice of licensed rights by COMPANY Article 6; except in accordance with this Agreement, except each case to the extent that such Losses result from the were caused by willful misconduct or gross negligence of COMPANY or intentional misconduct any of COMPANY, its Affiliates, and their respective officers, directors, employees, consultants and agentsCollaborators or Sublicensees. In the event COMPANY seeks indemnification under this Section 8.1Article 7.1, COMPANY shall (a) notify Selexis SELEXIS of a [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. any claim as soon as reasonably practicable after it receives notice of the claim, (b) provided that Selexis is not contesting the indemnity obligation, permit Selexis . COMPANY shall then allow SELEXIS to assume direction conduct and control of the defense of against the claim (including without limitation to settle the right claim solely for monetary consideration), shall (at SELEXIS’ expense) execute and deliver such documents and other papers and take such further actions as may be reasonably required to defend against the claim (including without limitation to settle the claim solely for monetary consideration) , provided further that Selexis and shall act reasonably and in good faith with respect to all matters relating to the settlement or disposition of any claim as the settlement or disposition relates to parties being indemnified under this Article 8, and (cat SELEXIS’ expense) cooperate as requested (at Selexis’ expense) by SELEXIS in the defense of the claim; but , provided always that Selexis SELEXIS may not settle any such claim or otherwise consent to an adverse judgment or order in any relevant action or other proceeding or make which includes any admission as to liability or fault without the prior express written permission consent of COMPANY, which consent will not be unreasonably withheld.

Indemnification by Selexis. During the term of this Agreement Term and thereafter, Selexis hereby agrees to save, defend and hold COMPANYMerrimack, its Affiliates, and their respective officers, directors, employees, consultants and agents harmless from and against any and all liability, damage, loss or expense (collectively, “Losses”) resulting directly or indirectly from (i) any material breach (or with respect to a claim claimed by a Third Party, any alleged breach) of Selexis’ representations, warranties, and covenants set forth in this Agreement, or (ii) Third Party claims resulting from the practice breach of licensed rights any representation, warranty or covenant in this Agreement by COMPANY in accordance with this AgreementSelexis, except to the extent that such Losses result from the gross negligence or intentional misconduct of COMPANYMerrimack, its Affiliates, and their respective officers, directors, employees, consultants and agents; provided however that, if such Losses result from the negligence or gross negligence of Selexis, but not from any breach of any representation or warranty and not from intentional misconduct of Selexis, its Affiliates, or any of their respective officers, directors, employees, consultants and agents, Selexis shall not be responsible for such Losses in excess of the aggregate amount paid by Merrimack to Selexis under this Agreement. In the event COMPANY Merrimack seeks indemnification under this Section 8.16.1, COMPANY Merrimack shall (a) notify inform Selexis of a claim as soon as reasonably practicable after it receives notice of the claim, (b) provided that Selexis is not contesting the indemnity obligation, shall permit Selexis to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration) , provided further that Selexis shall act reasonably and in good faith with respect to all matters relating to the settlement or disposition of any claim as the settlement or disposition relates to parties being indemnified under this Article 8), and (c) shall cooperate as requested (at Selexis’ expense) in the defense of the claim; claim but provided always that Selexis may not settle any such claim or otherwise consent to an adverse judgment or order in any relevant action or other proceeding or make any admission as to liability or fault without the prior express written permission of COMPANYMerrimack.

Indemnification by Selexis. During the term of this Agreement Term and thereafter, Selexis hereby agrees to save, defend and hold COMPANY, its Affiliates, and their respective officers, directors, employees, consultants and [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. agents harmless from and against any and all liability, damage, loss or expense (collectively, “Losses”) resulting directly claimed by COMPANY or indirectly from (i) any material breach (or with respect to a claim by a Third Party, any alleged breach) of Selexis’ representations, warranties, and covenants set forth in this Agreement, or (ii) Third Party claims resulting from the practice of licensed rights by COMPANY in accordance with this Agreement or breach of any representation, warranty, or covenants of Selexis contained in this Agreement, except to the extent that such Losses result from the gross negligence or intentional misconduct of COMPANY, its Affiliates, and their respective officers, directors, employees, consultants and agents, provided however, that [*]. In the event COMPANY seeks indemnification under this Section 8.17.1, COMPANY shall (a) notify inform Selexis of a claim as soon as reasonably practicable after it receives notice of the claim, (b) provided that Selexis is not contesting the indemnity obligation, shall permit Selexis to assume direction and control of the defense defence of the claim (including the right to settle the claim solely for monetary consideration) , provided further that Selexis shall act reasonably and in good faith with respect to all matters relating to the settlement or disposition of any claim as the settlement or disposition relates to parties being indemnified under this Article 8), and (c) shall cooperate as requested (at Selexis’ expense) in the defense defence of the claim; claim but provided always that Selexis may not settle any such claim or otherwise consent to an adverse judgment or order in any relevant action or other proceeding or make any admission as to liability or fault without the prior express written permission of COMPANY.

Indemnification by Selexis. During the term of this Agreement Term and thereafter, Selexis hereby agrees to save, defend and hold COMPANY, its Affiliates, and their respective officers, directors, employees, consultants and agents harmless from and against any and all liability, damage, loss or expense (collectively, “Losses”) claimed by a Third Party resulting directly or indirectly from (i) any material breach (or with respect to a claim by a Third Party, any alleged breach) of Selexis’ representations, warranties, and covenants set forth in this Agreement, Agreement or (ii) Third Party claims resulting from the practice of licensed rights by COMPANY in accordance with this Agreement, except to the extent that such Losses result from the gross negligence or intentional misconduct of COMPANY, its Affiliates, and their respective officers, directors, employees, consultants and agents, provided however, that, except as regards any breach of the confidentiality obligations described in Section 8, in no event shall Selexis be responsible for any Losses in excess of an aggregate amount of [ ** ] the amount paid by COMPANY to Selexis under this Agreement. In the event COMPANY seeks indemnification under this Section 8.16.1, COMPANY shall (a) notify inform Selexis of a claim as soon as reasonably practicable after it receives notice of the claim, (b) provided that Selexis is not contesting the indemnity obligation, shall permit Selexis to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration) , provided further that Selexis shall act reasonably and in good faith with respect to all matters relating to the settlement or disposition of any claim as the settlement or disposition relates to parties being indemnified under this Article 86, and (c) shall cooperate as requested (at Selexis’ expense) in the defense of the claim; claim but provided always that Selexis may not settle any such claim or otherwise consent to an adverse judgment or order in any relevant action or other proceeding or make any admission as to liability or fault without the prior express written permission of COMPANY.. ** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. C1907v1 18 of 31 Neogenix Oncology

Indemnification by Selexis. During the term of this Agreement Term and thereafter, Selexis SELEXIS hereby agrees to save, defend and hold COMPANY, its Affiliates, and their respective officers, directors, employees, consultants and agents harmless from and against any and all liability, damage, loss or expense (collectively, “Losses”) Losses resulting directly or indirectly from (i) any Third Party claim alleging that Customer’s use of the SELEXIS Technology and/or the SELEXIS Materials in strict accordance with the terms of this Agreement infringes or misappropriates such Third Party’s intellectual property or other property right (except to the extent such claim relates to the use of the SELEXIS Technology and/or SELEXIS Materials in combination with any technologies or materials not supplied by SELEXIS or any modifications made by anyone other than SELEXIS to the SELEXIS Technology or SELEXIS Materials); or (ii) any material breach (or with respect to a claim by a Third Party, any alleged breach) of SelexisSELEXIS’ representations, warranties, warranties and covenants set forth in this Agreement, or (ii) Third Party claims resulting from the practice of licensed rights by COMPANY Article 6; except in accordance with this Agreement, except each case to the extent that such Losses result from the were caused by willful misconduct or gross negligence of COMPANY or intentional misconduct any of COMPANY, its Affiliates, and their respective officers, directors, employees, consultants and agentsCollaborators or Sublicensees. In the event COMPANY seeks indemnification under this Section 8.1Article 7.1, COMPANY shall (a) notify Selexis SELEXIS of a any claim as soon as reasonably practicable after it receives notice of the claim, (b) provided that Selexis is not contesting the indemnity obligation, permit Selexis . COMPANY shall then allow SELEXIS to assume direction conduct and control of the defense of against the claim (including without limitation to settle the right claim solely for monetary consideration), shall (at SELEXIS’ expense) execute and deliver such documents and other papers and take such further actions as may be reasonably required to defend against the claim (including without limitation to settle the claim solely for monetary consideration) , provided further that Selexis and shall act reasonably and in good faith with respect to all matters relating to the settlement or disposition of any claim as the settlement or disposition relates to parties being indemnified under this Article 8, and (cat SELEXIS’ expense) cooperate as requested (at Selexis’ expense) by SELEXIS in the defense of the claim; but , provided always that Selexis SELEXIS may not settle any such claim or otherwise consent to an adverse judgment or [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. order in any relevant action or other proceeding or make which includes any admission as to liability or fault without the prior express written permission consent of COMPANY, which consent will not be unreasonably withheld.

Indemnification by Selexis. During the term of this Agreement Term and thereafter, Selexis SELEXIS hereby agrees to save, defend and hold COMPANY, its Affiliates, and their respective officers, directors, employees, consultants and agents harmless from and against any and all liability, damage, loss or expense (collectively, “Losses”) Losses resulting directly or indirectly from (i) any Third Party claim alleging that Customer’s use of the SELEXIS Technology and/or the SELEXIS Materials in strict accordance with the terms of this Agreement infringes or misappropriates such Third Party’s intellectual property or other property right (except to the extent such claim relates to the use of the SELEXIS Technology and/or SELEXIS Materials in combination with any technologies or materials not supplied by SELEXIS or any modifications made by anyone other than SELEXIS to the SELEXIS Technology or SELEXIS Materials); or (ii) any material breach (or with respect to a claim by a Third Party, any alleged breach) of SelexisSELEXIS’ representations, warranties, warranties and covenants set forth in this Agreement, or (ii) Third Party claims resulting from the practice of licensed rights by COMPANY Article 6; except in accordance with this Agreement, except each case to the extent that such Losses result from the were caused by willful misconduct or gross negligence of COMPANY or intentional misconduct any of COMPANY, its Affiliates, and their respective officers, directors, employees, consultants and agentsCollaborators or Sublicensees. In the event COMPANY seeks indemnification under this Section 8.1Article 7.1, COMPANY shall (a) notify Selexis SELEXIS of a any claim as soon as reasonably practicable after it receives notice of the claim, (b) provided that Selexis is not contesting the indemnity obligation, permit Selexis . COMPANY shall then allow SELEXIS to assume direction conduct and control of the defense of against the claim (including without limitation to settle the right claim solely for monetary consideration), shall (at SELEXIS’ expense) execute and deliver such documents and other papers and take such further actions as may be reasonably required to defend against the claim (including without limitation to settle the claim solely for monetary consideration) , provided further that Selexis and shall act reasonably and in good faith with respect to all matters relating to the settlement or disposition of any claim as the settlement or disposition relates to parties being indemnified under this Article 8, and (cat SELEXIS’ expense) cooperate as requested (at Selexis’ expense) by SELEXIS in the defense of the claim; but , provided always that Selexis SELEXIS may not settle any such claim or otherwise consent to an adverse judgment or order in any relevant action or other proceeding or make any admission as to liability or fault without the prior express written permission of COMPANY.or

Indemnification by Selexis. During the term Term of this Agreement and thereafter, Selexis SELEXIS hereby agrees to save, defend and hold COMPANY, its Affiliates, and their respective officers, directors, employees, consultants and agents harmless from and against any and all liability, damage, loss or expense (collectively, “Losses”) Losses resulting directly or indirectly from (i) any Third Party claim alleging that Customer’s use of the SELEXIS technology and/or the SELEXIS Materials in strict accordance with the terms of this Agreement infringes or misappropriates such Third Party’s intellectual property or other property right (except to the extent such claim relates to the use of the SELEXIS Technology and/or SELEXIS Materials in combination with any technologies or materials not supplied by SELEXIS or any modifications made by anyone other than SELEXIS to the SELEXIS Technology or SELEXIS Materials); or (ii) any material breach (or with respect to a claim by a Third Party, any alleged breach) of SelexisSELEXIS’ representations, warranties, warranties and covenants set forth in this Agreement, or (ii) Third Party claims resulting from the practice of licensed rights by COMPANY Article 6; except in accordance with this Agreement, except each case to the extent that such Losses result from the were caused by willful misconduct or gross negligence of COMPANY or intentional misconduct any of COMPANY, its Affiliates, and their respective officers, directors, employees, consultants and agentsCollaborators or Sublicensees. In the event COMPANY seeks indemnification under this Section 8.1, Article 7.1. COMPANY shall (a) notify Selexis SELEXIS of a any claim as soon as reasonably practicable after it receives notice of the claim, (b) provided that Selexis is not contesting the indemnity obligation, permit Selexis . COMPANY shall allow SELEXIS to assume direction conduct and control of the defense of against the claim (including without limitation to settle the right claim solely for monetary consideration), shall (at SELEXIS’ expense) execute and deliver such documents and other papers and take such further actions as may be reasonably required to defend against the claim (including without limitation to settle the claim solely for monetary consideration) , provided further that Selexis and shall act reasonably and in good faith with respect to all matters relating to the settlement or disposition of any claim as the settlement or disposition relates to parties being indemnified under this Article 8, and (cat SELEXIS’ expense) cooperate as requested (at Selexis’ expense) by SELEXIS in the defense of the claim; but , provided always that Selexis SELEXIS may not settle any such claim or otherwise consent to an adverse judgment or order in any relevant action or other proceeding or make which includes any admission as to liability or fault without the prior express written permission consent of COMPANY, which consent will not be unreasonably withheld.

Indemnification by Selexis. During the term of this Agreement Term and thereafter, Selexis hereby agrees to save, defend and hold COMPANY, its Affiliates, and their respective officers, directors, employees, consultants and agents harmless from and against any and all liability, damage, loss or expense (collectively, “Losses”) claimed by a Third Party resulting directly or indirectly from (i) any material breach (or with respect to a claim by a Third Party, any alleged breach) of Selexis’ representations, warranties, and covenants set forth in this Agreement, Agreement or (ii) Third Party claims resulting from the practice of licensed rights by COMPANY in accordance with this Agreement, except to the extent that such Losses result from the gross negligence or intentional misconduct of COMPANY, its Affiliates, and their respective officers, directors, employees, consultants and agents, provided however, that, except as regards any breach of the confidentiality obligations described in Section 8, in no event shall Selexis be responsible for any Losses in excess of an aggregate amount of [ ** ] the amount paid by COMPANY to Selexis under this Agreement. In the event COMPANY seeks indemnification under this Section 8.16.1, COMPANY shall (a) notify inform Selexis of a claim as soon as reasonably practicable after it receives notice of the claim, (b) provided that Selexis is not contesting the indemnity obligation, shall permit Selexis to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration) , provided further that Selexis shall act reasonably and in good faith with respect to all matters relating to the settlement or disposition of any claim as the settlement or disposition relates to parties being indemnified under this Article 86, and (c) shall cooperate as requested (at Selexis’ expense) in the defense of the claim; claim but provided always that Selexis may not settle any such claim or otherwise consent to an adverse judgment or order in any relevant action or other proceeding or make any admission as to liability or fault without the prior express written permission of COMPANY. ** Certain information on this page 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 Selexis. During the term of this Agreement Term and thereafter, Selexis hereby agrees to save, defend and hold COMPANY, its Affiliates, and their respective officers, directors, employees, consultants and agents harmless from and against any and all liability, damage, loss or expense (collectively, “Losses”) claimed by a Third Party resulting directly or indirectly from (i) any material breach (or with respect to a claim by a Third Party, any alleged breach) of Selexis’ representations, warranties, and covenants set forth in this Agreement, Agreement or (ii) Third Party claims resulting from the practice of licensed rights by COMPANY in accordance with this Agreement, except to the extent that such Losses result from the gross negligence or intentional misconduct of COMPANY, its Affiliates, and their respective officers, directors, employees, consultants and agents, provided however, that, except as regards any breach of the confidentiality obligations described in Section 8, in no event shall Selexis be responsible for any Losses in excess of an aggregate amount of [ ** ] the amount paid by COMPANY to Selexis under this Agreement. In the event COMPANY seeks indemnification under this Section 8.16.1, COMPANY shall (a) notify inform Selexis of a claim as soon as reasonably practicable after it receives notice of the claim, (b) provided that Selexis is not contesting the indemnity obligation, shall permit Selexis to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration) , provided further that Selexis shall act reasonably and in good faith with respect to all matters relating to the settlement or disposition of any claim as the settlement or disposition relates to parties being indemnified under this Article 86, and (c) shall cooperate as requested (at Selexis’ expense) in the defense of the claim; claim but provided always that Selexis may not settle any such claim or otherwise consent to an adverse judgment or order in any relevant action or other proceeding or make any admission as to liability or fault without the prior express written permission of COMPANY.. ** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. C1907v1 18 of 31 Neogenix Oncology CONFIDENTIAL H16C3 Project