Common use of By Adimab Clause in Contracts

By Adimab. Adimab hereby agrees to indemnify, defend and hold harmless (collectively, “Indemnify”) Mersana, its Affiliates and its and their directors, officers, agents and employees (collectively, “Mersana Indemnitees”) from and against any and all liability, loss, damage or expense (including reasonable attorneys’ fees) (collectively, “Losses”) they may suffer as the result of Third Party claims, demands and actions (collectively, “Third Party Claims”) to the extent arising out of or relating to: (a) any breach of a representation, warranty or covenant made by Adimab hereunder; (b) the negligence or intentional misconduct by any Adimab Indemnitee; (c) Adimab’s conduct of any Validation Program activity; or (d) Adimab’s (or its Affiliate’s, licensee’s, sublicensee’s or distributor’s) research, testing, development, manufacture, use, sale, distribution, licensing or commercialization of Products for which [***] Portions of this exhibit have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. Adimab is the Commercial Rights Party (including activities by CROs or other contractors on behalf of any of the foregoing).

By Adimab. Adimab hereby agrees to indemnify, defend and hold harmless (collectively, “Indemnify”) MersanaArsanis, its Affiliates and its and their directors, officers, agents and employees (collectively, “Mersana Arsanis Indemnitees”) from and against any and all liability, loss, damage or expense (including without limitation reasonable attorneys’ attorneys fees) (collectively, “Losses”) they may suffer as the result of Third Party claims, demands and actions (collectively, “Third Third-Party Claims”) to the extent arising out of or relating to: to both (x) activities under this Agreement or a grant or exercise of rights granted under this Agreement and (y) any of (a) any material breach of any of Adimab’s obligations under this Agreement or any breach (whether or not material) of a representation, warranty or covenant made by Adimab hereunderunder Article 7; (b) the negligence or intentional misconduct by any of Adimab Indemnitee; (c) Adimab’s conduct of any Validation Program activityIndemnitees; or (d) Adimab’s (or its Affiliate’s, licensee’s, sublicensee’s or distributor’sc) research, testing, development, manufacture, use, sale, distribution, licensing or and/or commercialization of any Program Antibodies and/or Products for which (or Program-Benefited Antibodies or products incorporating them) by Adimab, its Affiliates or any entity(ies) deriving rights from any of them after a reversion, transfer or grant of rights with respect to the foregoing from Arsanis under Article 9 or pursuant to the exercise of Adimab’s rights under Sections 2.9 and/or 5.2(c); except in each case to the extent of any Losses (i) [***] Portions of this exhibit have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. Adimab is the Commercial Rights Party (including activities by CROs or other contractors on behalf of any of the foregoing)].