Common use of Indemnification by Xxxxxxx Clause in Contracts

Indemnification by Xxxxxxx. Dicerna shall indemnify, defend and hold Lilly and its Affiliates, and their respective officers, directors, employees, contractors, agents and assigns (each, a “Lilly Indemnified Party”), harmless from and against losses, damages and liability, including reasonable legal expense and attorneys’ fees, (collectively, “Losses”) to which any Lilly Indemnified Party may become subject as a result of any Third Party demands, claims or actions (“Claims”) against any Lilly Indemnified Party (including product liability claims) arising or resulting from: (a) the Research, Development, manufacture (including formulation), Commercialization or other exploitation of the Returned Compounds and Products pursuant to this Agreement by or on behalf of Dicerna or its Affiliates; (b) the negligence or willful misconduct of Dicerna or its Affiliates pursuant to this Agreement; (c) the material breach of any term in or the covenants, warranties, representations made by Dicerna US and/or Dicerna Cayman to Lilly under this Agreement; or (d) misappropriation of a Third Party’s Know-How to the extent such misappropriation arises from Lilly’s, its Affiliate’s or its or their sublicensees’ activities hereunder from materials provided by Dicerna for the use as to which misappropriation is asserted. Dicerna is only obliged to so indemnify and hold the Lilly Indemnified Parties harmless to the extent that such Claims do not arise from the material breach of this Agreement by or the negligence or willful misconduct of a Lilly Indemnified Party. ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under

Indemnification by Xxxxxxx. Dicerna shall indemnify, defend The Lenders agree to indemnify each Collateral Agent-Related Party in its capacity as such (to the extent not actually paid by the Credit Parties and hold Lilly and its Affiliates, and their respective officers, directors, employees, contractors, agents and assigns (each, a “Lilly Indemnified Party”without limiting the obligation of the Credit Parties to do so), harmless in the amount of its pro rata share (based on outstanding Term Loans and unused Commitments (if any) hereunder determined at the time such indemnity is sought), from and against lossesany and all Indemnified Liabilities that may at any time (whether before or after the payment of the Loans) be imposed on, damages and liabilityincurred by or asserted against such Collateral Agent-Related Party in any way relating to or arising out of the Commitments, including reasonable legal expense and attorneys’ feesthis Agreement, (collectivelyany of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Collateral Agent-Related Party under or in connection with any of the foregoing; provided, “Losses”) to which any Lilly Indemnified Party may become subject as a result that no Lender shall be liable for the payment of any Third Party demands, claims or actions (“Claims”) against any Lilly portion of such Indemnified Party (including product liability claims) arising or resulting from: (a) Liabilities that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the Research, Development, manufacture (including formulation), Commercialization or other exploitation of the Returned Compounds and Products pursuant to this Agreement by or on behalf of Dicerna or its Affiliates; (b) the Collateral Agent’s gross negligence or willful misconduct of Dicerna or its Affiliates pursuant to this Agreement; (c) the material breach misconduct. The failure of any term Lender to reimburse the Collateral Agent promptly upon demand for its ratable share of any amount required to be paid by the Lenders to the Collateral Agent as provided herein shall not relieve any other Lender of its obligation hereunder to reimburse such Collateral Agent for its ratable share of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse the Collateral Agent for such other Lender’s ratable share of such amount. The agreements in or this Section 12.10 shall survive the covenants, warranties, representations made by Dicerna US and/or Dicerna Cayman to Lilly payment of the Term Loans and all other amounts payable hereunder. The obligations of the Lenders under this Agreement; or (d) misappropriation of a Third Party’s Know-How to the extent such misappropriation arises from Lilly’s, its Affiliate’s or its or their sublicensees’ activities hereunder from materials provided by Dicerna for the use as to which misappropriation is asserted. Dicerna is only obliged to so indemnify Section 12.10 are several and hold the Lilly Indemnified Parties harmless to the extent that such Claims do not arise from the material breach of this Agreement by or the negligence or willful misconduct of a Lilly Indemnified Party. ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Underjoint.

Indemnification by Xxxxxxx. Dicerna shall indemnifyBioNova will defend, defend indemnify and hold Lilly and harmless Sutro, its Affiliates, and their respective directors, officers, directors, employees, contractors, employees and agents and assigns (each, a “Lilly Sutro Indemnified Party”)) from, harmless from against and against losses, damages in respect of any and liability, including reasonable legal expense and attorneys’ fees, (collectively, “Losses”) to which all Third Party Losses incurred or suffered by any Lilly Sutro Indemnified Party may become subject as a result of any Third Party demands, claims or actions (“Claims”) against any Lilly Indemnified Party (including product liability claims) arising or to the extent resulting from: (a) any breach of any representation or warranty made by BioNova in this Agreement, or any breach by BioNova of any covenant or agreement in this Agreement, (b) the Researchgross negligence or intentional misconduct of, or violation of Laws by, BioNova, any of its Affiliates, or its or their Sublicensees or contractors, or any of their respective directors, officers, employees and agents, in performing BioNova’s obligations or exercising BioNova’s rights under this Agreement, (c) the Development, manufacture (including formulation), Manufacture or Commercialization or other exploitation of the Returned Compounds and Products pursuant to this Agreement Licensed Product by or on behalf of Dicerna BioNova, its Affiliates, or its Affiliates; or their Sublicensees (bother than Sutro) the negligence or willful misconduct of Dicerna or its Affiliates pursuant to this Agreement; (c) the material breach of any term in or the covenantscontractors, warranties, representations made by Dicerna US and/or Dicerna Cayman to Lilly under this Agreement; or (d) misappropriation activities of a Third Partythe Parties conducted under Section 4.6 and any consequence howsoever arising therefrom; provided, however, that (i) BioNova’s Know-How obligations pursuant to subsections (a), (b) and (c) of this Section 12.2 will not apply to the extent such misappropriation arises Third Party Losses result from Lilly’sThird Party Losses for which Sutro has an obligation to indemnify BioNova pursuant to Section 12.1, its Affiliateand (ii) BioNova’s or its or their sublicensees’ activities hereunder from materials provided by Dicerna for the use as obligations pursuant to which misappropriation is asserted. Dicerna is only obliged to so indemnify and hold the Lilly Indemnified Parties harmless subsection (d) of this Section 12.2 will not apply to the extent that such Claims do not arise Third Party Losses result from Third Party Losses resulting from the material breach intentional misconduct or gross negligence of this Agreement by or the negligence or willful misconduct of a Lilly any Sutro Indemnified Party. ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under.

Indemnification by Xxxxxxx. Dicerna Xxxxxxx shall indemnify, defend and hold Lilly and its Affiliates, harmless each Coeptis Party and their respective employees, officers, directors, employees, contractors, directors and agents and assigns (each, a an “Lilly Coeptis Indemnified Party”), harmless ) from and against losses, damages any and liability, including reasonable legal expense and attorneys’ fees, (collectively, “Losses”) to which any Lilly all Losses that the Coeptis Indemnified Party may become subject as a result of any Third Party demandsdirectly incurs, claims or actions (“Claims”) against any Lilly and all Losses that the Coeptis Indemnified Party (including product liability claims) actually pays or accrues to one or more Third Parties, in each instance to the extent resulting from or arising or resulting from: out of (a) (i) any misrepresentation or breach of warranty made by Deverra pursuant to the Research, Development, manufacture provisions of this Agreement (including formulationother than Special Representations), Commercialization the Ancillary Agreements or any certificate or other exploitation writing delivered pursuant hereto or thereto and (ii) any misrepresentation or breach of any Special Representation, (b) any failure by Xxxxxxx to fully perform, fulfill or comply with any covenant or agreement set forth herein, in the Returned Compounds Ancillary Agreements or any certificate or other writing delivered pursuant hereto or thereto, and Products (c) any Retained Liabilities; provided, however, that Deverra will not be obligated to indemnify or hold harmless any Coeptis Indemnified Party from any such Losses to the extent resulting from or partially from (1) any breach by Coeptis of any of its representations, warranties or obligations pursuant to this Agreement by or on behalf of Dicerna (2) Coeptis’ or its Affiliates; ’ negligence (bor more culpable act or omission) the negligence or willful misconduct violation of Dicerna Applicable Laws or regulations in performing or failing to perform its Affiliates pursuant to rights or obligations in connection with this Agreement; (c) the material breach of any term in or the covenants, warranties, representations made by Dicerna US and/or Dicerna Cayman to Lilly under this Agreement; or (d) misappropriation of a Third Party’s Know-How to the extent such misappropriation arises from Lilly’s, its Affiliate’s or its or their sublicensees’ activities hereunder from materials provided by Dicerna for the use as to which misappropriation is asserted. Dicerna is only obliged to so indemnify and hold the Lilly Indemnified Parties harmless to the extent that such Claims do not arise from the material breach of this Agreement by or the negligence or willful misconduct of a Lilly Indemnified Party. ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under.

Indemnification by Xxxxxxx. Dicerna shall Melinta hereby agrees to indemnify, defend and hold Lilly Cidara and its Affiliates, Affiliates and their respective directors, officers, directors, employees, contractors, employees and agents and assigns (each, a “Lilly Indemnified PartyCidara Indemnitee”), ) harmless from and against lossesany and all liabilities, damages and liabilityexpenses and/or loss, including reasonable legal expense and attorneys’ fees, fees (collectively, “Losses”) ), to which any Lilly Indemnified Party Cidara Indemnitee may become subject as a result of any claim, demand, action or other proceeding by any Third Party demands, claims or actions (“ClaimsClaim”) against any Lilly Indemnified Party (including product liability claims) arising to the extent such Losses arise directly or resulting fromindirectly out of: (a) the Research, practice by Melinta or any of its Affiliates or Sublicensees of the License; (b) the Development, manufacture (including formulation)Manufacture, use, Commercialization or other exploitation of the Returned Compounds and Products pursuant to this Agreement Compound or Product by or on behalf of Dicerna Melinta or any of its AffiliatesAffiliates or Sublicensees; (bc) the breach by Melinta of any provision of this Agreement or the PV Agreement (including any warranty, representation, covenant or agreement made by Melinta herein or therein); (d) the negligence or willful misconduct of Dicerna any Melinta Indemnitee (defined below), or (e) any negligent or willful misconduct act or omission of Melinta, its Affiliates pursuant Affiliate, Sublicensee or Third Party contractor that causes Cidara to this Agreement; (c) the be in material breach of any term of, or non-compliance with, the Mundipharma Agreement to the extent provided in or the covenantsSection 3.7; except, warrantiesin each case, representations made by Dicerna US and/or Dicerna Cayman to Lilly under this Agreement; or (d) misappropriation of a Third Party’s Know-How to the extent such misappropriation arises Losses result from Lilly’s, its Affiliate’s or its or their sublicensees’ activities hereunder from materials provided by Dicerna for the use as to which misappropriation is asserted. Dicerna is only obliged to so indemnify and hold the Lilly Indemnified Parties harmless to the extent that such Claims do not arise from the material breach of this Agreement by or the negligence or willful misconduct of a Lilly Indemnified Party. ***Text Omitted and Filed Separately with any Cidara Indemnitee or the Securities and Exchange Commission. Confidential Treatment Requested Underbreach by Cidara of any provision of this Agreement, the PV Agreement or the Supply Agreement (including any warranty, representation, covenant or agreement made by Cidara herein or therein).