Common use of Indemnification of Licensee Clause in Contracts

Indemnification of Licensee. Subject to Section 9.3 below, TeneoBio agrees to indemnify, hold harmless and defend Licensee, its Affiliates and their respective directors, officers, employees and agents (each, a “Licensee Indemnitee”) from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) payable to unaffiliated Third Parties, incurred by Licensee Indemnitees in connection with any and all suits, investigations, claims or demands of a Third Party (collectively, “Third Party Claims”) (A) alleging the use by TeneoBio of UniRat to generate the Antibodies infringed or misappropriated such Third Party’s intellectual property rights, (B) to the extent arising out of the breach by TeneoBio of any of its representations, warranties or covenants set forth in this Agreement or (C) to the extent arising out of the gross negligence or willful misconduct of any TeneoBio Indemnitee. Notwithstanding anything to the contrary herein, in no event shall TeneoBio be obligated to indemnify Licensee Indemnitees for any Third Party Claims to the extent such Third Party Claims would be subject to indemnification by Licensee pursuant to Section 9.2(b) or (c).

Indemnification of Licensee. Subject to Section 9.3 7.3 below, TeneoBio agrees to indemnify, hold harmless and defend Licensee, its Affiliates and their respective directors, officers, employees and agents (each, a “Licensee Indemnitee”) from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) payable to unaffiliated Third Parties, incurred by Licensee Indemnitees in connection with any and all suits, investigations, claims or demands of a Third Party (collectively, “Third Party Claims”) (A) alleging the use by TeneoBio of UniRat to generate the Antibodies infringed or misappropriated such Third Party’s intellectual property rights, (B) to the extent arising out of the breach by TeneoBio of any of its representations, warranties or covenants set forth in this Agreement or (C) to the extent arising out of the gross negligence or willful misconduct of any TeneoBio Indemnitee. Notwithstanding anything to the contrary herein, in no event shall TeneoBio be obligated to indemnify Licensee Indemnitees for any Third Party Claims to the extent such Third Party Claims would be subject to indemnification by Licensee pursuant to Section 9.2(b7.2(b) or (c).

Indemnification of Licensee. Subject to Section 9.3 below, TeneoBio OMT agrees to indemnify, hold harmless and defend Licensee, its Affiliates Affiliates, and their respective directors, officers, employees and agents (each, each a “Licensee Indemnitee”) from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) payable to unaffiliated Third Parties, Parties incurred by Licensee Indemnitees in connection with any and all suits, investigations, claims or demands of a Third Party third parties (collectively, “Third Party Claims”) (A) alleging the use by TeneoBio of UniRat relating to generate the Antibodies infringed or misappropriated such Third Party’s intellectual property rights, (B) to the extent arising out of the breach by TeneoBio of any of its representations, warranties or covenants set forth in this Agreement or (C) to the extent arising out of the gross negligence or willful misconduct of any TeneoBio Indemnitee[***]. Notwithstanding anything to the contrary herein, in no event shall TeneoBio OMT be obligated to indemnify Licensee Indemnitees for (i) any Third Party Claims to the extent such Third Party Claims would be subject to indemnification by Licensee pursuant to Section 9.2(b) 10.2, or (ii) any Third Party Claims relating to (a) anything produced or derived from the OMT Rats including without limitation the OMT Antibodies and Licensed Products, (b) any modifications or combinations of the OMT Rats not made by OMT, (c)) any use by Licensee of the OMT Antibodies or OMT Rats that is not strictly in accordance with this Agreement, or (d) a Licensee Indemnitee’s willful misconduct or gross negligence.

Indemnification of Licensee. Subject to Section 9.3 8.3 below, TeneoBio OMT agrees to indemnify, hold harmless and defend Licensee, its Affiliates and their respective affiliates, directors, officers, licensors, employees and agents (each, each a “Licensee IndemniteeIndemnitee ”) from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “LossesLosses ”) payable to unaffiliated Third Partiesthird parties, incurred by Licensee Indemnitees in connection with any and all suits, investigations, claims or demands of a Third Party third party (collectively, “Third Party ClaimsClaims ”) (A) alleging the use by TeneoBio of UniRat to generate the Antibodies infringed or misappropriated such Third Party’s intellectual property rights, (B) to the extent arising out from (a) any alleged infringement or misappropriation of such third party’s intellectual property rights arising from or occurring as a result of the breach use by TeneoBio Licensee or any Outlicensee of any of its representations, warranties or covenants set forth in this Agreement Animals to generate Antibodies or (Cb) to the extent arising out production, use, marketing, or sale of the gross negligence Antibodies or willful misconduct of any TeneoBio IndemniteeProducts by an Ex-China Outlicensee (or its licensees). Notwithstanding anything to the contrary herein, in no event shall TeneoBio OMT be obligated to indemnify Licensee Indemnitees for any Third Party Claims to the extent such Third Party Claims (i) would be subject to indemnification by Licensee pursuant to Section 9.2(b) 8.2, or (c).ii) arise in connection with any modifications of the Animals, or any combination of the Animals with any other material or organism, in each case not made by OMT, or (iii) arising in connection with any use of the Animals that is not strictly in accordance with this Agreement. 8.2