Indemnification of MedImmune Sample Clauses

Indemnification of MedImmune. Licensee shall indemnify MedImmune, its Affiliates, and its and their respective directors, officers, employees and agents (the “MedImmune Indemnitees”) 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: (a) the breach by Licensee of this Agreement, including the enforcement of MedImmune’s rights under this Section 8.1; (b) 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 (c) the Exploitation by or on behalf of Licensee or any of its Affiliates or its or their Sublicensees or its or their distributors or contractors of any Licensed Product or the Licensed Compound in or for the Territory, except, in each case ((a), (b) and (c)), for those Losses for which MedImmune has an obligation to indemnify Licensee pursuant to Section 8.2, as to which Losses each Party shall indemnify the other to the extent of their respective liability.

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. *** 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 24b-2 of the Securities Exchange Act of 1934, as amended.

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: 12.4.1. from and against any and all Liabilities incurred by MedImmune Indemnitees to the extent resulting from or arising out of or in connection with any Third Party Claims against MedImmune, its Affiliates, sublicensees or its or their respective directors, Confidential officers or employees that arise or result from any intentional misconduct or gross negligence on the part of Humabs or its Affiliates in performing any activity contemplated by this Agreement, or the breach of any provision of clause 8 of this Agreement by Humabs or its Affiliates, except for any Liability 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. 12.4.2. from and against any and all Liabilities incurred by MedImmune Indemnitees, resulting from or arising out of or in connection with payments or other consideration being made by MedImmune, its Affiliates, sublicensees or its or their respective directors, officers or employees to any Third Party because Humabs is prevented by contract from, or is otherwise unable to grant any one or more of the rights and licences to be granted by Humabs pursuant to clauses 2.1 and/or 6.1.

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: [***]; 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. 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 or its Affiliates, licensees or sublicensees in performing any activity contemplated by this Agreement, or (b) the research, development or Commercialization of Collaboration Product (or any other product or process as to which Micromet is licensed under this Agreement by MedImmune) by Micromet, its Affiliates or licensees; in each case, excluding any Losses for which MedImmune has an obligation to indemnify one or more Micromet Indemnitees pursuant to Section 19.1.

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. Spinco shall reimburse, defend, indemnify and hold each AZ Indemnified Party harmless from and against any and all Losses arising from Third Party claims incurred, resulting or arising from (a) any breach of or failure to perform any covenant or agreement made by Spinco in this Agreement; (b) Exploitation of any Product by Spinco, its Affiliates or sublicensees; or (c) the gross negligence or willful misconduct of Spinco, its Affiliates or sublicensees, except in each case to the extent such Losses are subject to indemnification pursuant to Section 5.1.2(a)-(b) below.

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. 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