Common use of By Adimab Clause in Contracts

By Adimab. Adimab hereby agrees to indemnify, defend and hold harmless (collectively, “Indemnify”) Surface, its Affiliates and its and their directors, officers, agents and employees (collectively, “Surface Indemnitees”) from and against any and all liability, loss, damage or expense (including without limitation reasonable attorney’s fees) (collectively, “Losses”) they may suffer as the result of Third-Party claims, demands and actions (collectively, “Third-Party Claims”) arising out of or relating to (a) any breach of a representation or warranty or covenant made by Adimab under Article 7 or otherwise of this Agreement, or (b) arising out of or in connection with or attributable to Adimab’s negligence, gross negligence or willful misconduct in performance of any Research Plan, except to the extent of any Losses [***]. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

By Adimab. Adimab hereby agrees to indemnify, defend and hold harmless (collectively, “Indemnify”) SurfaceAlector, its Affiliates and its and their directors, officers, agents and employees (collectively, “Surface Alector Indemnitees”) from and against any and all liability, loss, damage or expense (including without limitation reasonable attorney’s attorneys’ fees) (collectively, “Losses”) they may suffer as the result of Third-Third Party claims, demands and actions (collectively, “Third-Party Claims”) to the extent arising out of or relating 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 or representation, warranty or covenant made by Adimab under Article 7 or otherwise of this Agreement, 7; or (b) arising out of or in connection with or attributable to Adimab’s negligence, gross the negligence or willful intentional misconduct of Adimab Indemnitees; except in performance of any Research Plan, except each case to the extent of any Losses [***]. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933(i) attributable to the negligence or intentional misconduct of any Alector Indemnitee, AS AMENDED(ii) arising out of or relating to any material breach of any of Alector’s obligations under this Agreement, including any representation or warranty or covenant made by Alector under Article 7, or (iii) for which Alector is required to Indemnify Adimab pursuant to Section 8.2.

By Adimab. Adimab hereby agrees to indemnify, defend and hold harmless (collectively, “Indemnify”) SurfaceKairos, its Affiliates and its and their directors, officers, agents and employees (collectively, “Surface Kairos Indemnitees”) from and against any and all liability, loss, damage or expense (including without limitation reasonable attorney’s attorneys’ fees) (collectively, “Losses”) they may suffer as the result of Third-Third Party claims, demands and actions (collectively, “Third-Party Claims”Claims “) to the extent arising out of or relating 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 or representation, warranty or covenant made by Adimab under Article 7 or otherwise of this Agreement, 7; or (b) arising out of or in connection with or attributable to Adimab’s negligence, gross the negligence or willful intentional misconduct of Adimab Indemnitees; except in performance of any Research Plan, except each case to the extent of any Losses [***]. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933(i) attributable to the negligence or intentional misconduct of any Kairos Indemnitee, AS AMENDED(ii) arising out of or relating to any material breach of any of Kairos’s obligations under this Agreement, including any representation or warranty or covenant made by Kairos under Article 7, or (iii) for which Kairos is required to Indemnify Adimab pursuant to Section 8.2.