Medarex. Medarex shall indemnify, defend and hold harmless Celldex and its directors, officers and employees (each an “Celldex Indemnitee”) from and against any and all liabilities, damages, losses, costs or expenses (including attorneys’ and professional fees and other expenses of litigation and/or arbitration) (“Liabilities”) resulting from a claim, suit or proceeding made or brought by a third party against an Celldex Indemnitee arising from or occurring as a result of any breach of the representations and warranties set forth in Section 10.1, except to the extent caused by the negligence or willful misconduct of Celldex.
Appears in 2 contracts
Samples: Research and Commercialization Agreement (Celldex Therapeutics Inc), Research and Commercialization Agreement (Celldex Therapeutics Inc)
Medarex. Medarex shall indemnify, defend and hold harmless Celldex and its directors, officers and employees (each an “Celldex Indemnitee”) from and against any and all liabilities, damages, losses, costs or expenses (including attorneys’ and professional fees and other expenses of litigation and/or arbitration) (“Liabilities”) resulting from a claim, suit or proceeding made or brought by a a,third party against an Celldex Indemnitee arising from or occurring as a result of any breach of the representations and warranties set forth in Section 10.1, except to the extent caused by the negligence or willful misconduct of Celldex.
Appears in 1 contract
Samples: Research and Commercialization Agreement (Avant Immunotherapeutics Inc)
Medarex. Medarex shall indemnify, defend and hold harmless Celldex and its directors, officers and employees (each an “"Celldex Indemnitee”") from and against any and all liabilities, damages, losses, costs or expenses (including attorneys’ ' and professional fees and other expenses of litigation and/or arbitration) (“"Liabilities”") resulting from a claim, suit or proceeding made or brought by a third party against an Celldex Indemnitee arising from or occurring as a result of any breach of the representations and warranties set forth in Section 10.1, except to the extent caused by the negligence or willful misconduct of Celldex.
Appears in 1 contract
Samples: Research and Commercialization Agreement (Celldex Therapeutics Inc)