By Celgene. CELGENE will defend, indemnify and hold harmless ENTREMED, its successors, AFFILIATES and licensors and their employees, agents, officers, trustees, shareholders and directors and each of them (the "ENTREMED Indemnified Parties") from and against any and all THIRD PARTY claims, causes of action and costs (including reasonable attorney's fees) of any nature made or lawsuits or other proceedings filed or otherwise instituted against the ENTREMED Indemnified Parties in connection with any claims, suits or judgments arising out of any theory of product liability concerning the development, testing, manufacture, sale or use of any PRODUCT by CELGENE, its AFFILIATES or its SUBLICENSEES.
By Celgene. Celgene shall, beginning with the exercise of the first Celgene Program Option, maintain at all times thereafter during the Term, and until the later of (a) [*] or (b) [*], commercial general liability insurance from a recognized, creditworthy insurance company, with coverage limits of at least [*] per claim and annual aggregate, before Celgene conducts any Development and/or Commercialization activities with respect to any Celgene Development Compound. Celgene may elect to self-insure all or parts of the limits described above. The commercial general liability insurance shall include coverage for products–completed operations and clinical trial activity. The minimum level of insurance set forth herein shall not be construed to create a limit on Celgene’s liability hereunder. Within ten (10) days following written request from GlobeImmune, Celgene shall furnish to GlobeImmune a certificate of insurance evidencing such coverage as of the date. In the case of a modification or cancellation of such coverage, Celgene shall notify GlobeImmune and promptly provide GlobeImmune with a new certificate of insurance evidencing that Celgene’s coverage meets the requirements of this Section 10.4.1.
By Celgene. If CELGENE assigns or licenses its rights under this Agreement to a SUBLICENSEE or an AFFILIATE, such SUBLICENSEE or AFFILIATE shall be bound by the terms and conditions of this Agreement. CELGENE shall advise ENTREMED of any such assignment or license and provide ENTREMED with a copy of any sublicense within thirty (30) days of execution of such sublicense.
By Celgene. 37 10.3 CELGENE As Guarantor......................................37 10.4 Binding Effect............................................37 SECTION 11 - FORCE MAJEURE............................................38
By Celgene. If CELGENE or any of its Affiliates or Sublicensees:
By Celgene. (a) Celgene agrees, at Celgene’s cost and expense, to defend, indemnify and hold harmless Agios and its Affiliates and their respective directors, officers, employees and agents (the “Agios Indemnified Parties”) from and against any losses, costs, damages, fees or expenses arising out of any Third Party claim relating to:
By Celgene. 10.1.1 Celgene agrees, at Celgene’s cost and expense, to defend, indemnify and hold harmless Vividion and its Affiliates and their respective directors, officers, employees and agents (the “Vividion Indemnified Parties”) from and against any Damages arising out of any Claim relating to:
By Celgene. In the event that ENTREMED decides not to prepare, file, prosecute and/or maintain any MIXED PATENT THALIDOMIDE CLAIM(s) in any country(ies) or region(s) in the TERRITORY, ENTREMED shall notify CELGENE and CMCC promptly, and in any event in sufficient time for CELGENE and CMCC to preserve their rights hereunder, and: (a) any rights granted to ENTREMED pursuant to the NEW ANALOG AGREEMENT in and to such MIXED PATENT -39- <PAGE> THALIDOMIDE CLAIMS, in the relevant country or region in the TERRITORY, shall terminate; and (b) CELGENE shall thereafter have the sole right, but not the obligation, to prepare, file, prosecute and/or maintain such MIXED PATENT THALIDOMIDE CLAIM(s) in such country(ies) or region(s) in the TERRITORY, at CELGENE's sole expense, and shall ADVISE CMCC and BIOVENTURE with respect thereto. (4)
By Celgene. CELGENE will defend, indemnify and hold harmless each of CMCC, BIOVENTURE, their successors and AFFILIATES and their employees, agents, officers, trustees, shareholders and directors and each of them (the "Indemnified Parties") from and against any and all THIRD PARTY claims, causes of action and costs (including reasonable attorney's fees) of any nature made or lawsuits or other proceedings filed or otherwise instituted against the applicable Indemnified Parties in connection with any claims, suits or judgments arising out of any theory of product liability concerning the development, testing, manufacture, sale or use of any PRODUCT by CELGENE, its AFFILIATES or its SUBLICENSEES. (a) CELGENE's indemnification under this Section 9.1 shall not apply to any liability, damage, loss or expense to the extent that it is directly attributable to the -54- <PAGE> negligent activity, reckless misconduct or intentional misconduct of any Indemnified Party. (b) Commencing not later than the date of FIRST COMMERCIAL SALE of a PRODUCT, CELGENE shall obtain and carry in full force and effect product liability insurance against any claims, judgments, liabilities and expenses for which it is obligated to indemnify CMCC and others to the extent required under Section 9.1 of this Agreement, in such amounts and with such deductibles as are customary at the time for companies engaged in a similar business, and shall provide CMCC and BIOVENTURE with written evidence of such insurance upon request. 9.2
By Celgene. CELGENE shall have the right, but not the obligation, to prepare, file, prosecute and maintain the THALIDOMIDE PATENT RIGHTS, at CELGENE's sole expense, through patent counsel selected by CELGENE and reasonably acceptable to CMCC. CELGENE agrees to ADVISE CMCC and BIOVENTURE with respect thereto. For purposes of this Section 7, to "ADVISE" shall mean to provide copies of all substantive documents received from or filed in any patent office, including without limitation copies of each patent application, office action, response to office action, declaration, information disclosure statement, request for terminal disclaimer, request for patent term extension and request for reissue or reexamination.
