Common use of ImmunoGen Indemnity Clause in Contracts

ImmunoGen Indemnity. ImmunoGen shall indemnify, defend and hold harmless Lilly, its Affiliates, their respective directors, officers, employees, consultants and agents, and their respective successors, heirs and assigns (the “Lilly Indemnitees”), from and against any Losses incurred by or imposed upon the Lilly Indemnitees, or any of them, as a direct result of any Third Party Claims arising out of (i) the Material Breach of this Agreement by ImmunoGen; (ii) the conduct of the Research Program by ImmunoGen or any of its Affiliates or subcontractors; or (iii) the gross negligence, recklessness or willful misconduct of ImmunoGen or any of its Affiliates or subcontractors; except in each case to the extent any such Third Party Claim or Losses result from a Material Breach of this Agreement by Lilly, or the negligence, recklessness or willful misconduct of, Lilly or any of its Affiliates or subcontractors, or the conduct of the Research Program by Lilly or any of its Affiliates or subcontractors; provided that with respect to any such Third Party Claim for which Lilly also has an obligation to any ImmunoGen Indemnitee pursuant to Section 10.1(a) hereof, ImmunoGen shall indemnify each Lilly Indemnitee for its Losses to the extent of ImmunoGen’s responsibility, relative to Lilly (or to Persons for whom Lilly is legally responsible), for the facts underlying the Third Party Claim.

ImmunoGen Indemnity. ImmunoGen shall indemnify, defend and hold harmless Lilly, its Affiliates, their respective directors, officers, employees, consultants and agents, and their respective successors, heirs and assigns (the “Lilly Indemnitees”), from and against any all Losses incurred by or imposed upon the Lilly Indemnitees, or any of them, as a direct result of any Third Party Claims arising out of (i) the a Material Breach of this Agreement by ImmunoGen; or (ii) the conduct of the Research Program by ImmunoGen or any of its Affiliates or subcontractors; or (iii) the gross negligence, recklessness or willful misconduct of ImmunoGen or any of its Affiliates or subcontractors; except in each case to the extent any such Third Party Claim or Losses result from a Material Breach of this Agreement by Lilly, or the negligence, recklessness or willful misconduct of, of Lilly or any of its Affiliates Affiliates, Sublicensees subcontractors, distributors or subcontractorsagents, or the conduct Development or Commercialization (including, without limitation, the production, manufacture, promotion, import, sale or use by any Person but excluding to the extent the Parties may agree otherwise pursuant to a separate agreement between the Parties, if any, such as pursuant to a manufacturing agreement involving Licensed Product) of the Research Program any Licensed Product by Lilly or any of its Affiliates Affiliates, Sublicensees, subcontractors, distributors or subcontractorsagents; provided that with respect to any such Third Party Claim for which Lilly also has an obligation to any ImmunoGen Indemnitee pursuant to Section 10.1(a) hereof, ImmunoGen shall indemnify each Lilly Indemnitee for its Losses to the extent of ImmunoGen’s responsibility, relative to Lilly (or to Persons for whom Lilly is legally responsible), for the facts underlying the Third Party Claim.

ImmunoGen Indemnity. ImmunoGen shall indemnify, defend and hold harmless LillyJazz, its Affiliates, their respective directors, officers, employees, consultants and agents, and their respective successors, heirs and assigns (the “Lilly Jazz Indemnitees”), from and against any all Losses incurred by or imposed upon the Lilly Jazz Indemnitees, or any of them, as a direct result of any Third Party Claims arising out of (ia) the Material Breach a breach of this Agreement by ImmunoGen; , (iib) the conduct of the Early Research Program Programs or ImmunoGen Activities by or on behalf of ImmunoGen or any of its Affiliates Affiliates, (c) the Development or subcontractors; Commercialization (including the production, manufacture, promotion, import, sale or use by any Person) of any ImmunoGen Product by or on behalf of ImmunoGen or any of its Affiliates, licensees, contractors, distributors or agents, (d) [***] or (iiie) the gross negligence, recklessness or willful misconduct of ImmunoGen or any of its Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Affiliates or subcontractors; , except in each case to the extent any such Third Party Claim or Losses result from (i) a Material Breach breach of this Agreement by LillyJazz, or (ii) the negligence, recklessness or willful misconduct of, Lilly or any of its Affiliates or subcontractors, or the conduct of the Research Program by Lilly Jazz or any of its Affiliates or subcontractors; provided that with respect to any such Third Party Claim for which Lilly Jazz also has an obligation to any ImmunoGen Indemnitee pursuant to Section 10.1(a) hereof12.1.1, ImmunoGen shall indemnify each Lilly Jazz Indemnitee for its Losses to the extent of ImmunoGen’s responsibility, relative to Lilly Jazz (or to Persons for whom Lilly Jazz is legally responsible), for the facts underlying the Third Party Claim.