Indemnification of MedImmune. Spinco shall indemnify, defend and hold each AZ Indemnified Party (as defined in the APA) harmless from and against any and all Losses (as defined in the APA) arising from Third Party claims including any claims made by the Head Licensors pursuant to Section 11.1 of the BioWa/Lonza License Agreement incurred, resulting or arising from or relating to (a) any breach of or failure to perform any covenant or agreement made by Spinco in this Agreement; (b) the negligence or willful misconduct of Spinco, its Affiliates or sublicensees or (c) Exploitation of any Product by Spinco, its Affiliates or sublicensees, except in each case to the extent such claim is due to Sections 6.2(a)-(b); provided that, for clarity, if Spinco is in breach of its payment obligations hereunder any failure by MedImmune to make payments to the Head Licensors with respect to the Exploitation of Product shall not constitute negligence or willful misconduct of MedImmune.
Indemnification of MedImmune. Humabs shall indemnify, defend and hold harmless MedImmune, its Affiliates, Sublicensees and its and their respective directors, officers and employees (“MedImmune Indemnitees”) in full from and against any and all Liabilities incurred by MedImmune Indemnitees to the extent resulting from or arising out of any Third Party Claims against MedImmune, its Affiliates, sublicensees or its or their respective directors, officers or employees that arise or result from (1) the breach of any of Humabs’ obligations under this Agreement, including Humabs’ representations, warranties, and covenants set forth herein, or (ii) any intentional misconduct or negligence on the part of Humabs or its Affiliates or the officers directors, employees or agents of Humabs or its Affiliates. The foregoing indemnity obligation shall not apply to the extent (a) such Third Party Claim arises from any activities for which MedImmune has an obligation to Indemnify Humabs and its Affiliates pursuant to clause 12.3, as to which Liability each Party shall indemnify the other to the extent of their respective liability for such Liability, and (b) that the MedImmune Indemnitees fail to comply with the indemnification procedures set forth in Section 12.5 and Humabs” defense of the relevant Third Party Claim(s) is prejudiced by such failure.
Indemnification of MedImmune. Subject to Section 9.3, Licensee shall indemnify MedImmune, its Affiliates and its and their respective directors, officers, employees and agents and defend and save each of them harmless, from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) in connection with any and all suits, investigations, claims or demands of Third Parties (collectively, “Third Party Claims”) arising from or occurring as a result of: (i) the breach by Licensee of this Agreement; (ii) the gross negligence or willful misconduct on the part of Licensee or its Affiliates or its or their Sublicensees or its or their distributors or contractors or its or their respective directors, officers, employees or agents in performing its or their obligations under this Agreement; or (iii) the Exploitation by Licensee or any of its Affiliates or its or their Sublicensees or its or their distributors or contractors of any Product or Licensed Compound in or for the Territory, except, in each case ((i), (ii) and (iii)), for those Losses for which MedImmune has an obligation to indemnify Licensee pursuant to Section 9.2 hereof, as to which Losses each Party shall indemnify the other to the extent of their respective liability.
Indemnification of MedImmune. Subject to clause 19, Innate hereby agrees to indemnify, defend, and hold harmless MedImmune, its Affiliates, and each of its and their respective employees, officers, directors and agents from and against any and all Damages incurred
Indemnification of MedImmune. Spinco shall indemnify and hold harmless MedImmune and its Affiliates and each of their respective officers, directors, employees and agents, from and against, and compensate and reimburse them for, any and all Losses arising from any and all claims brought by MRC, to the extent arising from or relating to (a) any breach of or failure to perform any covenant or agreement made by Spinco in this Agreement, or (b) the Exploitation of the 7734 Product by Spinco, its Affiliates or sublicensees, except in each case to the extent such claim is due to MedImmune’s breach of this Agreement.
Indemnification of MedImmune. Micromet will indemnify MedImmune, its Affiliates, and their respective directors, officers, and employees (each, a “MedImmune Indemnitee”), and defend and save each of them harmless from and against any and all Losses arising from or occurring as a result of any claim or lawsuit by a Third Party against a MedImmune Indemnitee, to the extent caused by or arising out of: (a) the gross negligence or willful misconduct on the part of Micromet, its Affiliates or sublicensees in performing any activity contemplated by this Agreement, (b) the development or Commercialization of Licensed Product outside the Territory by Micromet, its Affiliates or sublicensees (and countries inside the Territory in the event that Micromet’s license is extended to countries of the Territory under Section 16.3.1 and/or 16.3.2), or (c) the research, development, manufacture or sale of BiTE Product by Micromet, its Affiliates or sublicensees pursuant to a license granted to Micromet under this Agreement; in each case, excluding any Losses for which MedImmune has an obligation to indemnify one or more Micromet Indemnitees pursuant to Section 17.1.
Indemnification of MedImmune. Licensee shall save, indemnify, defend and hold harmless MedImmune, its Affiliates, its or their (sub)licensees of AstraZeneca Product rights, and its and their respective directors, officers, employees and agents (collectively, “MedImmune Indemnitees”), from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) to which any MedImmune Indemnitee becomes subject as a result of any and all suits, investigations, claims or demands of Third Parties (collectively, “Third Party Claims”) arising from or occurring as a result of: (a) the breach by Licensee of this Agreement or the Trademark License Agreement, including any representation, warranty or covenant herein or the enforcement of MedImmune’s rights under this Section 8.1; (b) the gross negligence or willful misconduct on the part of any Licensee Indemnitee in performing its or their obligations under this Agreement or the Trademark License Agreement; or (c) the Exploitation by Licensee or any of its Affiliates or its or their Sublicensees or its or their distributors or contractors of any Licensed Compound or Licensed Product; except, in each case ((a), (b) and (c)), to the extent such Losses arise or result from the gross negligence or willful misconduct of any MedImmune *** CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Indemnitee or the breach by MedImmune of any warranty, representation, covenant or agreement made by MedImmune in this Agreement, as to which Losses each Party shall indemnify the other to the extent of their respective liability.
Indemnification of MedImmune. In addition to any other remedy available to MedImmune, Humabs shall indemnify, defend and hold harmless MedImmune, its Affiliates, Sublicensees and its and their respective directors, officers and employees (“MedImmune Indemnitees”) in full and on demand:
Indemnification of MedImmune. Subject to Section 11.3, Seres shall indemnify, defend, and hold harmless MedImmune and its Affiliates and each of their officers, directors, shareholders, employees, successors, and permitted assigns from and against all Third Party Claims, and pay all associated Losses, arising out of (i) Seres’ or its Affiliate’s or its or their sublicensee’s, distributor’s, subcontractor’s or its or their respective director’s, officer’s, employee’s or agent’s gross negligence, willful misconduct, or violation of applicable Law in performing any of its obligations under this Agreement or (ii) any breach by Seres of this Agreement, including any of its representations, warranties, or covenants hereunder. Notwithstanding the preceding sentence, Seres shall have no obligation with respect to Third Party Claims or associated Losses to the extent they are subject to MedImmune’s indemnification obligations pursuant to Section 11.2.
Indemnification of MedImmune. Micromet will indemnify MedImmune and its Affiliates, and their respective directors, officers, and employees (each, a “MedImmune Indemnitee”), and defend and save each of them harmless from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) in connection with any and all liability suits, investigations, claims or demands (collectively, “Losses”) arising from or occurring as a result of any claim or lawsuit by a Third Party against a MedImmune Indemnitee, to the extent caused by or arising out of: (a) negligence or willful misconduct on the part of Micromet, its Affiliates or licensees in performing any activity contemplated by this Agreement, or (b) the development or Commercialization of Licensed Product in the Territory by Micromet, its Affiliates or licensees; or (c) the use by Micromet, its Affiliates or licensees of any Know-How provided under this Agreement or Patents licensed under this Agreement, in each case, excluding any Losses to the extent that such Losses arise out of the negligence or willful misconduct of a MedImmune Indemnitee.
