Common use of MILLENNIUM Clause in Contracts

MILLENNIUM. Millennium shall indemnify and hold harmless ImmunoGen and its directors, officers, employees and agents (each an "ImmunoGen Indemnitee"), from and against all losses, liabilities, damages and expenses, including reasonable attorneys' fees (collectively, "Liabilities"), resulting from any claims, demands, actions or other proceedings brought by any Third Party relating to (a) the material breach of any representation, warranty or covenant by Millennium under this Agreement, (b) personal injury or property damage arising from the use by Millennium (or any of its Affiliates or sublicensees permitted pursuant to this Agreement) of any Cytotoxic Compound or AB-Cytotoxic Product for Preclinical Research, or (c) personal injury arising from the development, use, manufacture, importation, distribution, offering for sale or sale of any AB-Cytotoxic Product; provided, however, that Millennium shall not be obligated to indemnify or hold harmless an ImmunoGen Indemnitee for such Liabilities to the extent that such Liabilities arise from (x) the gross negligence or willful misconduct of an ImmunoGen Indemnitee or (y) the failure of any Cytotoxic Compound or AB-Cytotoxic Product supplied by ImmunoGen to meet the requirements of Section 5.4 of this Agreement or any separate supply agreement entered into pursuant to Section 5.2 of this Agreement. In the event of any claim, demand, action or other proceeding brought against an ImmunoGen Indemnitee by a Third Party, ImmunoGen shall promptly notify Millennium in writing of the claim, demand, action or other proceeding, and Millennium shall manage and control, at its sole expense, the defense of the claim, demand, action or Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act. other proceeding and its settlement, keeping ImmunoGen reasonably apprised of the status of the defense and/or settlement. The ImmunoGen Indemnified Parties shall cooperate with Millennium and may, at their option and expense, be represented in any such claim, demand, action or proceeding. Millennium shall not be liable for any litigation costs or expenses incurred by the ImmunoGen Indemnified Parties without Millennium's prior written consent.

MILLENNIUM. Millennium shall agrees to defend Abbott and its Affiliates, at Millennium's cost, and will indemnify and hold harmless ImmunoGen Abbott and its Affiliates and their respective directors, officers, employees and agents (each an the "ImmunoGen IndemniteeAbbott Indemnified Parties"), ) harmless from and against all any losses, liabilitiescosts, damages and expensesdamages, including reasonable attorneys' fees (collectively, "Liabilities"), resulting from any claims, demands, actions or other proceedings brought by expenses arising out of any Third Party claim relating to (ai) the material any breach of any representation, warranty or covenant by Millennium under this Agreement, (b) personal injury or property damage arising from the use by Millennium (or of any of its Affiliates representations, warranties or sublicensees permitted obligations pursuant to this Agreement) of any Cytotoxic Compound or AB-Cytotoxic Product for Preclinical Research, or (cii) any personal injury arising resulting from the development, manufacture, use, manufacture, importation, distribution, offering for sale or sale other disposition of any AB-Cytotoxic Product; provided, however, that product or service offered by Millennium shall not be obligated to indemnify and/or its Affiliates or hold harmless an ImmunoGen Indemnitee for such Liabilities licensees to the extent that such Liabilities arise from injury is alleged to be the result of the use by Millennium and/or its Affiliates or licensees of the Deliverables or the Exchange Technology (x) the gross negligence and any Patent Rights or willful misconduct of an ImmunoGen Indemnitee or (y) the failure of any Cytotoxic Compound or AB-Cytotoxic Product supplied by ImmunoGen to meet the requirements of Section 5.4 of this Agreement or any separate supply agreement entered into pursuant to Section 5.2 of this Agreementcopyrights related thereto). In the event of any claim, demand, action or other proceeding brought claim against an ImmunoGen Indemnitee the Abbott Indemnified Parties by a any Third Party, ImmunoGen Abbott shall promptly notify Millennium in writing of the claim, demand, action or other proceeding, claim and Millennium shall manage and control, at its sole expense, the defense of the claim, demand, action or Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act. other proceeding claim and its settlement, settlement keeping ImmunoGen Abbott reasonably apprised of the status of the defense and/or settlement. No settlement shall be finalized without obtaining Xxxxxx'x prior written consent, which shall not be unreasonably withheld, except that, in the case of a settlement that does not require an admission or action on the part of Abbott, Xxxxxx'x consent shall not be required so long as Abbott is unconditionally released from all liability in such settlement. The ImmunoGen Abbott Indemnified Parties shall cooperate with Millennium and may, at their option and expense, be represented in any such claim, demand, action or proceeding. Millennium shall not be liable for any litigation costs or expenses incurred by the ImmunoGen Abbott Indemnified Parties without Millennium's prior written authorization. In addition, Millennium shall not be responsible for the indemnification of any Abbott Indemnified Party to the extent any Third Party claim arises from any negligent or intentional acts by such party, or any claims compromised or settled without its prior written consent. Notwithstanding the foregoing, in the event of a personal injury claim that is covered by the indemnification provisions of the Metabolic Agreement, the indemnification provisions of the Metabolic Agreement shall control.

MILLENNIUM. Millennium shall agrees to defend Abbott and its Affiliates at Millennium's cost, and will indemnify and hold harmless ImmunoGen Abbott and its Affiliates and their respective directors, officers, employees and agents (each an the "ImmunoGen IndemniteeAbbott Indemnified Parties"), ) harmless from and against all any losses, liabilitiescosts, damages and expensesdamages, including reasonable attorneys' fees (collectively, "Liabilities"), resulting from any claims, demands, actions or other proceedings brought by expenses arising out of any Third Party claim relating to (a) the material any breach of any representation, warranty or covenant by Millennium under this Agreement, (b) personal injury or property damage arising from the use by Millennium (or of any of its Affiliates representations, warranties or sublicensees permitted obligations pursuant to this Agreement) of any Cytotoxic Compound or AB-Cytotoxic Product for Preclinical Research, or (c) personal injury arising from the development, use, manufacture, importation, distribution, offering for sale or sale of any AB-Cytotoxic Product; provided, however, that Millennium shall not be obligated to indemnify or hold harmless an ImmunoGen Indemnitee for such Liabilities to the extent that such Liabilities arise from (xb) the gross negligence or willful misconduct of an ImmunoGen Indemnitee Millennium, or (yc) the failure of injuries resulting from any Cytotoxic Compound or AB-Cytotoxic Millennium Unilateral Diagnostic, Millennium Unilateral Product supplied by ImmunoGen to meet the requirements of Section 5.4 of this Agreement or any separate supply agreement entered into pursuant to Section 5.2 other product or service offered by Millennium, its Affiliates and/or its licensees or collaborators outside of this Agreementthe Research Program, Development Program and/or Commercialization Program. In the event of any claim, demand, action or other proceeding brought claim against an ImmunoGen Indemnitee the Abbott Indemnified Parties by a any Third Party, ImmunoGen Abbott shall promptly notify Millennium in writing of the claim, demand, action or other proceeding, claim and Millennium shall manage and control, at its sole expense, the defense of the claim, demand, action or Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act. other proceeding claim and its settlement, keeping ImmunoGen Abbott reasonably apprised advised of the status of the defense and/or settlement. No settlement shall be finalized without obtaining Xxxxxx'x prior written consent, which consent shall not be unreasonably withheld, except that, in the case of a settlement that does not require an admission or action on the part of Xxxxxx, Xxxxxx'x consent shall not be required so long as Abbott is unconditionally released from all liability in such settlement. The ImmunoGen Abbott Indemnified Parties shall cooperate with Millennium and may, at their option and expense, be represented in any such claim, demand, action or proceeding. Millennium shall not be liable for any litigation costs or expenses incurred by the ImmunoGen Abbott Indemnified Parties without Millennium's prior written authorization. In addition, Millennium shall not be responsible for the indemnification or defense of any Abbott Indemnified Party to the extent any Third Party Claim arises from any negligent or intentional acts by any Abbott Indemnified Party, or the breach by Abbott of any obligation or warranty under this Agreement, or any claims compromised or settled without its prior written consent.

MILLENNIUM. Millennium shall agrees to defend Aventis and its Affiliates at Millennium's cost, and will indemnify and hold harmless ImmunoGen Aventis and its Affiliates and their respective directors, officers, employees and agents (each an the "ImmunoGen IndemniteeAventis Indemnified Parties"), ) harmless from and against all any losses, liabilitiescosts, damages and expensesdamages, including reasonable attorneys' fees (collectively, "Liabilities"), resulting from any claims, demands, actions or other proceedings brought by expenses arising out of any Third Party claim relating to (ai) the material any breach of any representation, warranty or covenant by Millennium under this Agreement, (b) personal injury or property damage arising from the use by Millennium (or of any of its Affiliates representations, warranties or sublicensees permitted obligations pursuant to this Agreement) of any Cytotoxic Compound or AB-Cytotoxic Product for Preclinical Research, Agreement or (c) personal injury arising from the development, use, manufacture, importation, distribution, offering for sale or sale of any AB-Cytotoxic Product; provided, however, that Millennium shall not be obligated to indemnify or hold harmless an ImmunoGen Indemnitee for such Liabilities to the extent that such Liabilities arise from (xii) the gross negligence or willful misconduct of an ImmunoGen Indemnitee Millennium, or (yiii) injuries resulting from the failure development, manufacture, use, sale or other disposition of any Cytotoxic Compound Single-Party Target Product, Unilateral Development Product, Ex-Program Product, Antibody Product, Diagnostic Product or AB-Cytotoxic Product supplied by ImmunoGen to meet the requirements of Section 5.4 of this Agreement Service or any separate supply agreement entered into pursuant to Section 5.2 other product or service offered by Millennium and/or its licensees or collaborators outside of this Agreementthe Research Program or Development and Commercialization activities. In the event of any claim, demand, action or other proceeding brought claim against an ImmunoGen Indemnitee the Aventis Indemnified Parties by a any Third Party, ImmunoGen Aventis, shall promptly notify Millennium in writing of the claim, demand, action or other proceeding, claim and Millennium shall manage and control, at its sole expense, the defense of the claim, demand, action or Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act. other proceeding claim and its settlement, keeping ImmunoGen reasonably apprised of the status of the defense and/or settlement. The ImmunoGen Aventis Indemnified Parties shall cooperate with Millennium and may, at their option and expense, be represented in any such claim, demand, action or proceeding. Millennium shall not be liable for any litigation costs or expenses incurred by the ImmunoGen Aventis Indemnified Parties without Millennium's prior written authorization. In addition, Millennium shall not be responsible for the indemnification or defense of any Aventis Indemnified Party arising from any negligent or intentional acts by any Aventis Indemnified Party, or the breach by Aventis of any obligation or warranty under this Agreement, or any claims compromised or settled without its prior written consent.

MILLENNIUM. Millennium shall agrees to defend Aventis and its Affiliates, at Millennium's cost, and will indemnify and hold harmless ImmunoGen Aventis and its Affiliates and their respective directors, officers, employees and agents (each an the "ImmunoGen IndemniteeAventis Indemnified Parties"), ) harmless from and against all any losses, liabilitiescosts, damages and expensesdamages, including reasonable attorneys' fees (collectively, "Liabilities"), resulting from any claims, demands, actions or other proceedings brought by expenses arising out of any Third Party claim relating to (ai) the material any breach by Millennium of any representationof its representations, warranty warranties or covenant by Millennium under obligations pursuant to this Agreement, (bii) personal injury or property damage arising from the use any sublicense and/or transfer by Millennium (or any of its Affiliates or sublicensees permitted pursuant to this Agreement) of any Cytotoxic Compound or ABthe Development Program Technology and/or Ex-Cytotoxic Product for Preclinical ResearchProgram Technology, or (ciii) any personal injury arising resulting from the development, manufacture, use, manufacture, importation, distribution, offering for sale or sale other disposition of any AB-Cytotoxic Product; provided, however, that product or service offered by Millennium shall not be obligated to indemnify and/or its Affiliates or hold harmless an ImmunoGen Indemnitee for such Liabilities licensees to the extent that such Liabilities arise from (x) injury is alleged to be the gross negligence result of the use by Millennium and/or its Affiliates or willful misconduct licensees of an ImmunoGen Indemnitee the Development Program Technology or (y) the failure of any Cytotoxic Compound or ABEx-Cytotoxic Product supplied by ImmunoGen to meet the requirements of Section 5.4 of this Agreement or any separate supply agreement entered into pursuant to Section 5.2 of this AgreementProgram Technology. In the event of any claim, demand, action or other proceeding brought claim against an ImmunoGen Indemnitee the Aventis Indemnified Parties by a any Third Party, ImmunoGen Aventis shall promptly notify Millennium in writing of the claim, demand, action or other proceeding, claim and Millennium shall manage and control, at its sole expense, the defense of the claim, demand, action or Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act. other proceeding claim and its settlement, keeping ImmunoGen reasonably apprised of the status of the defense and/or settlement. The ImmunoGen Aventis Indemnified Parties shall cooperate with Millennium and may, at their option and expense, be represented in any such claim, demand, action or proceeding. Millennium shall not be liable for any litigation costs or expenses incurred by the ImmunoGen Aventis Indemnified Parties without Millennium's prior written authorization. In addition, Millennium shall not be responsible for the indemnification of any Aventis Indemnified Party arising from any negligent or intentional acts by such party, or any claims compromised or settled without its prior written consent. Notwithstanding the foregoing, (x) in the event of a personal injury claim that is covered by the indemnification provisions of the Inflammation Agreement, the indemnification provisions of the Inflammation Agreement shall control and (y) in the event that both Millennium and the Aventis Indemnified Parties are parties to a class action suit relating to the sale of substantially similar products sold by Millennium and the Aventis Indemnified Parties, the foregoing indemnification shall apply solely in respect of the product or service offered by Millennium and/or its Affiliates and licensees.

MILLENNIUM. Millennium shall agrees to defend Aventis and its Affiliates, at Millennium's cost and expense, and will indemnify and hold harmless ImmunoGen Aventis and its Affiliates and their respective directors, officers, employees and agents (each an the "ImmunoGen IndemniteeAventis Indemnified Parties"), ) harmless from and against all any losses, liabilitiescosts, damages and expensesdamages, including reasonable attorneys' fees (collectively, "Liabilities"), resulting from any claims, demands, actions or other proceedings brought by expenses arising out of any Third Party claim relating to (ai) the material any breach by Millennium of any representationof its representations, warranty warranties or covenant by Millennium under obligations pursuant to this Agreement, (bii) personal injury or property damage arising from the use any sublicense and/or transfer by Millennium (or any of its Affiliates or sublicensees permitted pursuant the Aventis Improvements to this Agreement) of any Cytotoxic Compound or AB-Cytotoxic Product for Preclinical ResearchMillennium Process Technology, or (ciii) any personal injury arising resulting from the development, manufacture, use, manufacture, importation, distribution, offering for sale or sale other disposition of any AB-Cytotoxic Product; provided, however, that product or service offered by Millennium shall not be obligated to indemnify and/or its Affiliates or hold harmless an ImmunoGen Indemnitee for such Liabilities licensees to the extent that such Liabilities arise from (x) injury is or is alleged to be the gross negligence result of the use by Millennium and/or its Affiliates or willful misconduct licensees of an ImmunoGen Indemnitee the Transferred Millennium Process Technology, Millennium Research-Stage Process Technology transferred to Aventis or (y) the failure of any Cytotoxic Compound or AB-Cytotoxic Product supplied by ImmunoGen Aventis Improvements to meet the requirements of Section 5.4 of this Agreement or any separate supply agreement entered into pursuant Millennium Process Technology transferred to Section 5.2 of this AgreementMillennium. In the event of any claim, demand, action or other proceeding brought claim against an ImmunoGen Indemnitee the Aventis Indemnified Parties by a any Third Party, ImmunoGen Aventis, shall promptly notify Millennium in writing of the claim, demand, action or other proceeding, claim and Millennium shall manage and control, at its sole expense, the defense of the claim, demand, action or Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act. other proceeding claim and its settlement, keeping ImmunoGen reasonably apprised of the status of the defense and/or settlement. The ImmunoGen Aventis Indemnified Parties shall cooperate with Millennium and may, at their option and expense, be represented in any such claim, demand, action or proceeding. Millennium shall not be liable for any litigation costs or expenses incurred by the ImmunoGen Aventis Indemnified Parties without Millennium's prior written authorization. In addition, Millennium shall not be responsible for the indemnification of any Aventis Indemnified Party arising from any negligent or intentional acts by such party, or any claims compromised or settled without its prior written consent. Notwithstanding the foregoing, (x) in the event of a personal injury claim that is covered by the indemnification provisions of the Inflammation Agreement, the indemnification provisions of the Inflammation Agreement shall control and (y) in the event that both Millennium and the Aventis Indemnified Parties are parties to a class action suit relating to the sale of substantially similar products sold by Millennium and the Aventis Indemnified Parties, the foregoing indemnification shall apply solely in respect of the product or service offered by Millennium and/or its Affiliates and licensees.