By MacroGenics Sample Clauses
The "By MacroGenics" clause designates that certain actions, rights, or obligations within the agreement are specifically attributed to MacroGenics, the named party. In practice, this means that whenever the contract refers to responsibilities or permissions under this clause, they are to be carried out or exercised solely by MacroGenics, not by any other party. This ensures clarity regarding which party is accountable for particular provisions, thereby reducing ambiguity and potential disputes over contractual duties.
By MacroGenics. MacroGenics agrees to indemnify and hold harmless Green Cross, its Affiliates, and their directors, officers, employees and agents (individually and collectively, the “Green Cross Indemnitee(s)”) from and against all Losses to the extent arising from (a) activities performed by MacroGenics or any of its Affiliates or Permitted Subcontractors with respect to the research, Development, manufacture, use, Commercialization or sale of Products, (b) any latent or hidden defect in a Product that is not caused by any act or omission of Green Cross, (c) the use by Green Cross or any of its Related Parties or Permitted Subcontractors of the MacroGenics Licensed Patents or MacroGenics Licensed Know-how or any intellectual property rights under Upstream Agreements as permitted under this Agreement, (d) the negligence, illegal conduct or willful misconduct of MacroGenics, or (e) MacroGenics’ material breach of this Agreement, except to the extent such Losses arise out of any of Green Cross Indemnitee’s negligence, illegal conduct or willful misconduct, or breach of this Agreement.
By MacroGenics. MacroGenics agrees to indemnify and hold harmless Zai, its Affiliates, and their directors, officers, employees and agents (individually and collectively, the “Zai Indemnitee(s)”) from and against all Losses to the extent arising from (a) activities by MacroGenics or any of its Related Parties or Permitted Subcontractors or MacroGenics Representatives with respect to the research, Development, use, Manufacture, Commercialization or sale of Licensed Molecules or Products or the exercise of their rights or performance of their obligations related thereto, (b) the negligence, illegal conduct or willful misconduct of MacroGenics, (c) the use by MacroGenics or any of its Related Parties or Permitted Subcontractors of the Zai Licensed Patents or Zai Licensed Know-How pursuant to this Agreement, or (d) MacroGenics’ breach of this Agreement; provided, however, that MacroGenics’ obligations pursuant to this Section 13.2 will not apply to the extent such Losses result from Losses for which Zai has an obligation to indemnify MacroGenics pursuant to Section 13.1.
By MacroGenics. During the period beginning on the Effective Date and ending on the Development Transition Date, [***], in consultation with [***], shall (i) [***]as soon as possible after the Effective Date, provided that Company shall [***] and provide a [***], and (ii) take all actions necessary to maintain all Regulatory Materials relating to the Products in the Field in the Territory which are Controlled by MacroGenics.
By MacroGenics. MacroGenics agrees to indemnify and hold harmless I-MAB, its Affiliates, and their directors, officers, employees and agents (individually and collectively, the “I-MAB Indemnitee(s)”) from and against all Losses to the extent arising from (a) activities by MacroGenics or any of its Affiliates or Permitted Subcontractors with respect to the research, Development, use, Commercialization or sale of the Product for the purpose of Commercialization or sale of the Product or any other exercise of their rights or performance of their obligations hereunder, (b) the negligence, illegal conduct or willful misconduct of MacroGenics, (c) the use by MacroGenics or any of its Related Parties or Permitted Subcontractors of the I-MAB Licensed Patents or I-MAB Licensed Know-How, or (d) MacroGenics’ breach of this Agreement, except to the extent such Losses arise out of any of I-MAB Indemnitee’s negligence, illegal conduct or willful misconduct, or breach of this Agreement.
By MacroGenics. In addition to Schedule 10.4(c)(iii) (Special Offset and Indemnification), MacroGenics agrees to indemnify and hold harmless Gilead, its Affiliates, and its and their directors, officers, employees and agents (individually and collectively, the “Gilead Indemnitee(s)”) from and against all Losses incurred in connection with any Third Party Claims to the extent arising from:
(a) activities by MacroGenics or any of its Related Parties or their respective Representatives with respect to (i) the Programs and any other Development, use, or Manufacture of Licensed Molecules or Licensed Products or the exercise of their rights or performance of their obligations related thereto, (ii) any Exploitation of any CD123 Molecule or CD123 Product prior to the Effective Date or after the effective date of termination of this Agreement and (iii) any Exploitation of any Research Molecule or Research Product after the effective date of termination of this Agreement, (b) the gross negligence, illegal conduct or willful misconduct of or any of MacroGenics or its Related Parties or their respective Representatives in connection with this Agreement, or (c) MacroGenics’ breach of this Agreement or the Clinical Supply Agreement, except, in each case of (a)-(c), to the extent such Third Party Claims arise from any action for which Gilead has an indemnification obligation to a MacroGenics Indemnitee under Section 15.1 (By Gilead).
By MacroGenics. MacroGenics agrees to indemnify and hold harmless Zai, its Affiliates, and their directors, officers, employees and agents (individually and collectively, the “Zai Indemnitee(s)”) from and against all Losses to the extent arising from (a) activities by MacroGenics or any of its Related Parties or Permitted Subcontractors with respect to the research, Development, use, Manufacture, Commercialization or sale of Products for the purpose of Commercialization or sale of Products by MacroGenics or its Related Parties (which for clarity, excludes Zai, its Affiliates and Sublicensees), (b) the [***] of MacroGenics, (c) the use by MacroGenics or any of its Related Parties or Permitted Subcontractors of the Zai Licensed Patents or Zai Licensed Know‑how, or (d) MacroGenics’ breach of this Agreement, except to the extent such Losses arise out of any of Zai Indemnitee’s [***] of this Agreement.