Common use of ABX Clause in Contracts

ABX. ABX shall indemnify and hold harmless AZ and its Affiliates, their respective permitted sublicensees, Distributors and subcontractors and each of their directors, officers, employees and agents (the “AZ Indemnitees”) from and against all Liabilities resulting from any Claims to the extent resulting from (a) the gross negligence or willful misconduct of ABX under, or material breach by ABX of, this Agreement (including any representation, warranty or covenant therein); (b) the Exploitation by ABX, its sublicensees (other than AZ) or their respective Affiliates of ABX Products (but excluding any such Liabilities or Claims to the extent resulting from the negligence of AZ or its Affiliates or their respective agents or subcontractors under this Agreement, any Co-Development Agreement, the Process Science/Clinical Manufacture Agreement, the Manufacturing and Supply Agreement or any other Related Agreement); (c) the infringement (or alleged infringement) by (x) any AZ Indemnitee in performing AZ’s obligations, or exercising AZ’s rights, or (y) any ABX Indemnitee in performing ABX’s obligations, or exercising ABX’s rights, in each case under this Agreement to the extent that such infringement results from (i) the use of the Core Technology under this Agreement, or (ii) to the extent ABX knew or reasonably should have known of Third Party Patent Rights and did not disclose them to AZ pursuant to Section 2.2.1(c), 2.2.1(j), 2.2.1(k), the second sentence of Section 4.17.2 or Section 2.2.2(b), 2.2.3(b) or 5.3.1, the Additional Technology Controlled by ABX that was originally disclosed by ABX for use under the applicable Research Program or Development Program or Antibody Technology (other than Core Antibody Technology) or XenoMouse Methods (other than Core XenoMouse Technology) (in each case to the extent included in this Agreement pursuant to Section 2.2.2(b), 2.2.3(b) or 5.3.1); or (d) the infringement (or alleged infringement) of other intellectual property rights of any Third Party, by the performance of (i) any work by or on behalf of ABX with respect to an Advanced ABX Antigen, Accelerated ABX Antigen, Expedited ABX Antigen, Potential Co-Development Antigen or ABX Diagnostic Antigen prior to each such Antigen being designated as a Collaboration Antigen, or (ii) any work by or on behalf of ABX under an internal program pursuant to Section 4.15 with respect to a Failed Antigen prior to such Antigen being re-designated as a Collaboration Antigen pursuant to Section 4.15; except in each case ((a), (b), (c) or (d)) for those Liabilities for which AZ has an obligation to indemnify ABX and its Affiliates pursuant to Section 15.1, as to which Liabilities each Party shall indemnify the other to the extent of their respective Liabilities.