Common use of Indemnification Limitation of Liability Insurance Clause in Contracts

Indemnification Limitation of Liability Insurance. 1Indemnification by Affimed. Affimed shall defend, indemnify and hold harmless Artiva, its Affiliates, and its and their employees, directors, subcontractors and agents (collectively, the “Artiva Indemnitees”) from and against any liabilities, damages, settlements, penalties, fines, reasonable costs and expenses (including, reasonable attorneys’ fees and other expenses of litigation) (collectively, “Losses”) resulting from Third Party suits, claims, actions, allegations and demands (each, a “Third Party Claim”) against an Artiva Indemnitee to the extent that they arise or result from: (a) the negligence or willful misconduct by any Affimed Indemnitee in connection with this Agreement, (b) a breach by Affimed of any of its representations, warranties, covenants or other obligations of Affimed under this Agreement, (c) any Later Imposed Withholding (subject to Section 9.4(b)), (d) any injury to a subject in the Combination Therapy Trial to the extent attributable to the Affimed Product, (e) any injury to a customer or end-user of Combination Therapy to the extent attributable to the Affimed Product or (f) the use by Affimed, its Affiliates, contractors or licensees of Combination Therapy Clinical Data, Affimed Inventions, or Joint Technology (including Joint Patents); but excluding, in each case (of (a) through (f)), any such Losses to the extent arising or resulting from a cause or event for which Artiva is obligated to indemnify the Affimed Indemnitees pursuant to Section 14.2.

Indemnification Limitation of Liability Insurance. 1Indemnification by Affimed. Affimed Indemnification and Defense. 9.1 TGTX shall defendindemnify, indemnify defend and hold harmless Artiva(i) DFCI and its trustees officers, its Affiliatesmedical and professional staff, employees, and its agents and their respective successors, heirs and assigns and (ii) CTI and its directors, officers, employees, directorsagents and contractors (the "CTI Indemnitees"), subcontractors and agents (collectively, the “Artiva Indemnitees”) from and against any liabilitiesliability, damagesdamage, settlements, penalties, fines, reasonable costs and expenses loss or expense (including, including reasonable attorneys’ ' fees and other expenses of litigation) incurred by or imposed upon the CTI Indemnitees, or any one of them, in connection with any claims, suits, actions, demands or judgments arising out any theory of product liability ( including but not limited to action in the form of tort, warranty, strict liability) concerning any product, process or service relating to, or developed by TGTX, its Affiliates or Sublicensees pursuant to (a) any right or license granted under this Agreement or (b) arising out of any other activities to be carried out by TGTX pursuant to this agreement. TGTX's indemnification under Section 9.1 does not apply to any liability, damage, loss or expense to the extent that it is attributable to (x) the grossly negligent activities of the CTI Indemnitees, or (y) the intentional wrongdoing or intentional misconduct of the CTI Indemnitees TGTX shall, at its own expense, provide attorneys reasonably acceptable to CTI to defend against any actions brought or filed against any party indemnified hereunder with respect to the subject of indemnity contained herein, whether or not such actions are rightfully brought. 9.2 CTI shall indemnify, defend and hold harmless TGTX and its directors, officers, employees, agents and contractors (the "TGTX Indemnitees"), against any liability, damage, loss or expense (including reasonable attorneys' fees and expenses of litigation) incurred by or imposed upon the TGTX Indemnitees, or any one of them, in connection with any claims, suits, actions, demands or judgments arising out any theory of product liability ( including but not limited to action in the form of tort, warranty, strict liability) concerning (a) any product, process or service relating to, or developed by CTI, its Affiliates or Sublicensees pursuant to the License Agreement or (b) any other activities to be carried out by CTI pursuant to this agreement. CTI's indemnification under Section 9.1 does not apply to any liability, damage, loss or expense to the extent that it is attributable to (x) the grossly negligent activities of the TGTX Indemnitees, or (y) the intentional wrongdoing or intentional misconduct of the TGTX Indemnitees. CTI shall, at its own expense, provide attorneys reasonably acceptable to DFCI and TGTX to defend against any actions brought or filed against any party indemnified hereunder with respect to the subject of indemnity contained herein, whether or not such actions are rightfully brought 9.3 If any such action is commenced or claim made or threatened against a DFCI Indemnitee or CTI Indemnitee (collectively, “LossesIndemnitees”) resulting from Third as to which the other Party suits, claims, actions, allegations and demands (each, a the “Third Party ClaimIndemnifying Party”) against an Artiva Indemnitee to the extent that they arise or result from: (a) the negligence or willful misconduct by any Affimed Indemnitee in connection with this Agreement, (b) a breach by Affimed of any of its representations, warranties, covenants or other obligations of Affimed under this Agreement, (c) any Later Imposed Withholding (subject to Section 9.4(b)), (d) any injury to a subject in the Combination Therapy Trial to the extent attributable to the Affimed Product, (e) any injury to a customer or end-user of Combination Therapy to the extent attributable to the Affimed Product or (f) the use by Affimed, its Affiliates, contractors or licensees of Combination Therapy Clinical Data, Affimed Inventions, or Joint Technology (including Joint Patents); but excluding, in each case (of (a) through (f)), any such Losses to the extent arising or resulting from a cause or event for which Artiva is obligated to indemnify it (them) or hold it (them) harmless, the Affimed Indemnitee shall promptly notify Indemnifying Party of such event. Indemnifying Party shall assume the defense of, and may settle, that part of any such claim or action commenced or made against an Indemnitee which relates to the Indemnifying Party’s indemnification and CTI may take such other steps as may be necessary to protect it. Indemnifying Party will not be liable to Indemnitees pursuant on account of any settlement of any such claim or litigation affected without Indemnifying Party’s consent. The right of Indemnifying Party to Section 14.2assume the defense of any action is limited to that part of the action commenced against Indemnitees that relates to Indemnifying Party’s obligation of indemnification and holding harmless. 9.4 TGTX shall require any Affiliates or Sublicensee(s) to indemnify, hold harmless and defend DFCI and CTI under the same terms set forth in Sections 9.1 – 9.4.

Indemnification Limitation of Liability Insurance. 1Indemnification 1General Indemnification by AffimedMedCo. Affimed MedCo shall defendindemnify, indemnify hold harmless, and hold harmless Artivadefend Alnylam, its AffiliatesRelated Parties, and its and their employees, respective directors, subcontractors officers, employees and agents (collectively, the “Artiva Alnylam Indemnitees”) from and against any and all Third Party claims, suits, losses, liabilities, damages, settlementscosts, penalties, fines, reasonable costs fees and expenses (including, including reasonable attorneys’ fees and other expenses of litigation' fees) (collectively, “Losses”) resulting from Third Party suits, claims, actions, allegations and demands (each, a “Third Party Claim”) against an Artiva Indemnitee to the extent that they such Losses arise out of or result from: , directly or indirectly, (a) any breach of, or inaccuracy in, any representation or warranty made by MedCo in the Transaction Agreements or any breach or violation of any covenant or agreement of MedCo in the Transaction Agreements, (b) the negligence or willful misconduct by or of MedCo and its Related Parties, and their respective directors, officers, employees and agents, in the performance of MedCo's obligations under the Transaction Agreements, or (c) the Development, Manufacture or Commercialization of Licensed Products by MedCo or its Related Parties. MedCo shall have no obligation to indemnify the Alnylam Indemnitees to the extent that the Losses arise out of or result from, directly or indirectly, any Affimed Indemnitee breach of, or inaccuracy in, any representation or warranty made by Alnylam in connection with this Agreementthe Transaction Agreements, (b) a or any breach or violation of any covenant or agreement of Alnylam in the Transaction Agreements, or the negligence or willful misconduct by Affimed or of any of its representations, warranties, covenants or other obligations of Affimed under this Agreement, (c) any Later Imposed Withholding (subject to Section 9.4(b)), (d) any injury to a subject in the Combination Therapy Trial to the extent attributable to the Affimed Product, (e) any injury to a customer or end-user of Combination Therapy to the extent attributable to the Affimed Product or (f) the use by Affimed, its Affiliates, contractors or licensees of Combination Therapy Clinical Data, Affimed Inventions, or Joint Technology (including Joint Patents); but excluding, in each case (of (a) through (f)), any such Losses to the extent arising or resulting from a cause or event for which Artiva is obligated to indemnify the Affimed Indemnitees pursuant to Section 14.2Alnylam Indemnitees.

Indemnification Limitation of Liability Insurance. 1Indemnification by Affimed. Affimed 10.1 AVECIA shall defendindemnify, indemnify defend and hold harmless Artiva, CUSTOMER and its Affiliates, and its and their respective employees, directorsofficers, subcontractors directors and agents (collectively, the “Artiva CUSTOMER Indemnitees”) from and against any all losses, liabilities, damages, settlements, penalties, fines, reasonable costs and expenses (includingexpenses, including reasonable attorneys’ fees and other expenses of litigation) costs (collectively, “Losses”) resulting from to which any CUSTOMER Indemnitee may become subject as a result of any claim, demand, action or other proceeding by a Third Party suits, claims, actions, allegations and demands (each, a “Third Party Claim”) against an Artiva Indemnitee to the extent that they arise arising from (i) any breach of the covenants, representations, warranties or result from: other agreements of AVECIA hereunder, (aii) the negligence or willful misconduct of any AVECIA Indemnitee (defined below), or (iii) [*]; in each case other than to the extent arising from (a) any breach of the covenants, representations, warranties or other agreements of CUSTOMER hereunder or (b) the negligence or willful misconduct of any CUSTOMER Indemnitee. 10.2 CUSTOMER shall indemnify, defend and hold harmless AVECIA and its Affiliates, and their respective employees, officers, directors and agents (collectively, “AVECIA Indemnitees”) from all Losses to which any AVECIA Indemnitee may become subject as a [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. 292624338 v2 result of any Affimed Indemnitee Claim to the extent arising from (i) any breach of the covenants, representations, warranties or other agreements of CUSTOMER hereunder, (ii) the negligence or willful misconduct of any CUSTOMER Indemnitee, (iii) [*], or (iv) the use or sale of Product by CUSTOMER; in each case other than to the extent arising from (a) any breach of the covenants, representations, warranties or other agreements of AVECIA hereunder or (b) the negligence or willful misconduct of any AVECIA Indemnitee. 10.3 Each Party’s agreement to indemnify, defend and hold harmless the other is conditioned on the indemnified Party (i) providing written notice to the indemnifying Party of any Claim arising out of the indemnified activities within thirty (30) days after the indemnified Party has knowledge of such Claim, provided that the failure to so notify the indemnifying Party will not relieve the indemnifying Party of its obligations hereunder except to the extent such failure shall have actually materially prejudiced the indemnifying Party’s ability to defend such Claim; (ii) permitting the indemnifying Party to assume full responsibility to investigate, prepare for and defend against any such Claim; (iii) assisting the indemnifying Party, at the indemnifying Party’s reasonable expense, in the investigation, preparation, and defense of any such Claim; (iv) undertaking reasonable steps to mitigate any loss, damage or expense with respect to the applicable Claim; and (v) not settling such Claim without the indemnifying Party’s prior written consent. 10.4 Except for [*], AXXXXX’s maximum aggregate liability under this Agreement shall in no event exceed [*]; provided, however, that the foregoing shall [*]. Except in the case of [*], in no event shall either Party be liable to the other for any lost profits, lost savings or any other special, incidental, punitive or consequential damages arising out of or in connection with this Agreement, (b) a breach by Affimed whether the claim is in contract, negligence, strict liability or otherwise, regardless of any notice of the possibility of such damages; provided, however, that the foregoing shall [*]. 10.5 Each Party will, at its representationsown expense, warrantiesmaintain throughout the Term and for a minimum period of [*] thereafter product liability insurance with limits of [*] and general liability insurance with limits of [*], covenants or other obligations of Affimed under this Agreementand AVECIA will, (c) any Later Imposed Withholding (subject to Section 9.4(b))at its own expense, (d) any injury to a subject in maintain throughout the Combination Therapy Trial Term workers’ compensation insurance with not less than the minimum coverage required by applicable law. Each Party shall provide to the extent attributable to other Party, upon request, evidence that such insurance coverage is in effect by providing a duly signed certificate of insurance issued by the Affimed Product, (e) any injury to a customer applicable insurance company or end-user companies. Such insurance shall have been obtained from an insurance company or companies with an A.M. Best rating of Combination Therapy to the extent attributable to the Affimed Product A- or (f) the use by Affimed, its Affiliates, contractors or licensees of Combination Therapy Clinical Data, Affimed Inventions, or Joint Technology (including Joint Patents); but excluding, in each case (of (a) through (f)), any such Losses to the extent arising or resulting from a cause or event for which Artiva is obligated to indemnify the Affimed Indemnitees pursuant to Section 14.2better.