Indemnification of Micromet. BI will indemnify Micromet and its Affiliates, and their respective directors, officers, and employees (each, a “Micromet Indemnitee”), and defend and hold each of them harmless from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) arising in connection with any and all claims, demands, lawsuits, or investigations by a Third Party (each a “Third Party Claim”) against a Micromet Indemnitee, to the extent caused by or arising out of: (a) any breach by BI of this Agreement, (b) the gross negligence or willful misconduct on the part of BI, its Affiliates, or contractors in performing any activity contemplated by this Agreement, (c) the development, manufacture, use, handling, storage, supply, Commercialization or other disposition of Product by BI, its Affiliates or its/their sublicensees; or (d) any [***] by BI or its Affiliates; in each case, excluding any Losses to the extent Micromet has an obligation to indemnify BI pursuant to Section 14.2. *** 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. ***Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(b)(4), and 240.24b-2 Execution Copy
Indemnification of Micromet. Bayer will indemnify Micromet and its Affiliates, and their respective directors, officers, and employees (each, a “Micromet Indemnitee”), and defend and hold each of them harmless from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) arising in connection with any and all claims, demands, lawsuits, or investigations by a Third Party (each a “Third Party Claim”) against a Micromet Indemnitee, to the extent caused by or arising out of: (a) any breach by Bayer of this Agreement, (b) the negligence or willful misconduct on the part of Bayer or its Affiliates, or contractors in performing any activity contemplated by this Agreement, or (c) the development or Commercialization of the Product in the Territory by Bayer, its Affiliates or licensees; excluding, in each case, indemnification to the extent Micromet has an obligation to indemnify Bayer pursuant to Section 14.2. *** 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 Micromet. Enzon will indemnify Micromet, its Affiliates, 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) in connection with any and all liability suits, investigations, claims or demands (collectively, “Losses”) by Third Parties arising from or *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. occurring as a result of or in connection with Exploitation by Enzon of Licensed Products under the Micromet License.
Indemnification of Micromet. Sanofi will indemnify Micromet and its Affiliates, and their respective directors, officers, and employees (each, a “Micromet Indemnitee”), and defend and hold each of them harmless from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) arising in connection with any and all claims, demands, lawsuits, or investigations by a Third Party (each a “Third Party Claim”) against a Micromet Indemnitee, to the extent caused by or arising out of: (a) any breach by Sanofi of this Agreement, (b) the gross negligence or willful misconduct on the part of Sanofi, its Affiliates, or Service Providers in performing any activity contemplated by this Agreement, or (c) the development, manufacture, use, handling, storage, supply, Commercialization or other disposition of Product by Sanofi, its Affiliates or its/their sublicensees.
Indemnification of Micromet. MedImmune will indemnify Micromet and its Affiliates, and their respective directors, officers, and employees (each, a “Micromet 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 Micromet Indemnitee, to the extent caused by or arising out of: (a) the gross negligence or willful misconduct on the part of MedImmune, its Affiliates or sublicensees in performing any activity contemplated by this Agreement, or (b) the development or Commercialization of Licensed Product in the Territory by MedImmune, its Affiliates or sublicensees (other than Licensed Product provided to Micromet or its Affiliates or licensees); in each case, excluding any Losses for which Micromet has an obligation to indemnify one or more MedImmune Indemnitees pursuant to Section 17.2.
Indemnification of Micromet. Nycomed shall indemnify Micromet and its Affiliates, and their respective directors, officers, and employees (each, a “Micromet 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) (collectively, “Losses”) arising in connection with any and all claims, demands, lawsuits, or investigations by a Third Party (each a “Third Party Claim”) against a Micromet Indemnitee, to the extent caused by or arising out of: (a) any breach by Nycomed of this Agreement, (b) the gross negligence or willful misconduct on the part of Nycomed or its Affiliates, licensees or sublicensees in performing any activity contemplated by this Agreement; or (c) the development, manufacture or Commercialization of any Product in the Territory by Nycomed, its Affiliates, agents or sublicensees after the Effective Date, in each case, excluding any Losses for which Micromet has an obligation to indemnify Nycomed pursuant to Section 13.2.
Indemnification of Micromet. Serono will indemnify Micromet, its Affiliates, and their respective directors, employees and agents (each, a “Micromet 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) (collectively, “Losses”) arising in connection with any and all claims, demands, lawsuits, or investigations by a Third Party (each a “Third Party Claim”) against a Micromet Indemnitee, to the extent caused by or arising out of: (a) any breach by Serono of this Agreement, (b) the gross negligence or willful misconduct on the part of Serono or its Affiliates or Sublicensees in performing any activity contemplated by this Agreement, or (c) the development or Commercialization of the Product in the Territory by or on behalf of Serono (other than by or on behalf of Micromet or its Affiliates); in each case, excluding any Losses for which Micromet has an obligation to indemnify Serono pursuant to Section 13.2.
Indemnification of Micromet. Sanofi will indemnify Micromet and its Affiliates, and their respective directors, officers, and employees (each, a “Micromet Indemnitee”), and defend and hold each of them harmless from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) arising in connection with any and all claims, demands, lawsuits, or investigations by a Third Party (each a “Third Party Claim”) against a Micromet Indemnitee, to the extent caused by or arising out of: (a) any breach by Sanofi of this Agreement, (b) the gross negligence or willful misconduct on the part of Sanofi, its Affiliates, or Service Providers in performing any activity contemplated by this Agreement, or (c) the development, manufacture, use, handling, storage, supply, Commercialization or other disposition of Product by Sanofi, its Affiliates or its/their sublicensees. *** 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. ***Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(b)(4), and 240.24b-2 14.2 Indemnification of Sanofi. Micromet will indemnify Sanofi, its Affiliates, and their respective directors, officers, and employees (each, a “Sanofi Indemnitee”), and defend and hold each of them harmless from and against any and all Losses arising in connection with any Third Party Claim against a Sanofi Indemnitee, to the extent caused by or arising out of: (a) any breach by Micromet of this Agreement; (b) the gross negligence or willful misconduct on the part of Micromet, its Affiliates, or Service Providers in performing any activity contemplated by this Agreement; (c) the performance of Micromet’s development activities under the [***], or (d) from the manufacture, use, handling, storage, supply, sale or other disposition of Product by Micromet or its Affiliates, or Service Providers, in each case, excluding any Losses to the extent Sanofi has an obligation to indemnify Micromet and its Affiliates pursuant to Section 14.1.
Indemnification of Micromet. Enzon will indemnify Micromet, its Affiliates, 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) in connection with any and all liability suits, investigations, claims or demands (collectively, “Losses”) by Third Parties arising from or occurring as a result of or in connection with any claim or action brought or taken by Enzon against a Third Party that is a party to a Third Party License Agreement.
Indemnification of Micromet. MedImmune will indemnify Micromet and its Affiliates, and their respective directors, officers, and employees (each, a “Micromet Indemnitee”), and defend and save each of them harmless from and against any and all losses, damages, liabilities, costs and expenses *** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (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 Micromet Indemnitee, to the extent caused by or arising out of: (a) the gross negligence or willful misconduct on the part of MedImmune, its Affiliates or sublicensees in performing any activity contemplated by this Agreement, or (b) the development or Commercialization of Collaboration Product by MedImmune, its Affiliates or sublicensees (other than Collaboration Product provided by MedImmune to Micromet or its Affiliates or their licensees); in each case, excluding any Losses for which Micromet has an obligation to indemnify one or more MedImmune Indemnitees pursuant to Section 19.2.
