Common use of Indemnification by Amgen Clause in Contracts

Indemnification by Amgen. Amgen hereby agrees to defend, hold harmless and indemnify (collectively "Indemnify" or "Indemnified") ViaCell and its Affiliates, agents, directors, officers and employees (the "ViaCell Indemnitees") from and against any and all Losses resulting directly or indirectly from any Third Party claims, suits, actions or demands, whether brought during or after the Term, arising out of (a) any of Amgen's representations and warranties set forth in this Agreement being untrue in any material respect when made; (b) any material breach or material default by Amgen of its covenants and obligations under this Agreement; or (c) Amgen's carrying out of activities outside the Program Plan during the Term or Amgen's [**] of any Third Party engaged by Amgen). To be eligible to be so Indemnified as described in this Section 15.1, the ViaCell Indemnitees shall provide Amgen with prompt notice of any claims, suits, actions or demands (with a description of the claim and the nature and amount of any such Loss) giving rise to the indemnification obligation pursuant to this Section 15.1 and the exclusive ability to defend such claims, suits, actions or demands (with the reasonable cooperation of ViaCell Indemnitees). ViaCell shall have the right to retain its own counsel, at its own expense, if representation of the counsel of Amgen would be inappropriate due to actual or potential differing interests between the Parties. Neither Party shall settle or consent to the entry of any judgment with respect to any claim for Loss for which indemnification is sought, [**]. Amgen's obligation to Indemnify the ViaCell Indemnitees pursuant to this Section 15.1 shall not apply to the extent of any Losses (i) that arise from [**] of any ViaCell Indemnitee (including but not limited to that arising from the Development or Commercialization of a Collaboration Product by ViaCell); (ii) that arise from ViaCell's breach of any representation, warranty, covenant or obligation under this Agreement; or (iii) for which ViaCell is obligated to Indemnify the Amgen Indemnitees pursuant to Section 15.2 of this Agreement.

Indemnification by Amgen. Amgen hereby agrees to defendshall indemnify PRAECIS against, and hold PRAECIS harmless and indemnify (collectively "Indemnify" or "Indemnified") ViaCell and its Affiliatesfrom, agents, directors, officers and employees (the "ViaCell Indemnitees") from and against any and all Losses resulting directly liabilities, losses, damages or indirectly from any Third Party claimscosts and expenses (collectively, suits, actions or demands, whether brought during or after the Term, "LOSSES") arising out of (ai) any third-party claims of any nature in connection with the research, development, manufacturing or marketing of Licensed Products, or actions or omissions relating thereto, in each case prior to the Signing Date, by, on behalf of, under authority of, or pursuant to contracts with, Amgen's representations , any of its Affiliates or their respective licensees or sublicensees, including without limitation pursuant to the Collaboration Transaction Documents, but only if and warranties set forth to the extent such Losses are attributable to the gross negligence or willful misconduct of Amgen or its Affiliates or their respective licensees or sublicensees; (ii) any breach by Amgen of any covenant or agreement of Amgen contained in this Termination Agreement or in the Surviving Agreements; (iii) any representation or warranty of Amgen contained in this Termination Agreement being untrue in any material respect when maderespect; and/or (biv) the matters described on Exhibit M attached hereto. For purposes hereof, any material breach manufacturing or material default other activities or obligations performed or provided by PRAECIS shall not be considered to have been performed or provided on behalf of, or under authority of, Amgen, its Affiliates or sublicensees. For the avoidance of doubt, PRAECIS acknowledges and agrees that Amgen shall not be required to indemnify Praecis pursuant to clause (i) of its covenants and obligations under this Agreement; or (c) Amgen's carrying out of activities outside the Program Plan during the Term or Amgen's [**] of any Third Party engaged by Amgen). To be eligible to be so Indemnified as described in this Section 15.1, the ViaCell Indemnitees shall provide Amgen with prompt notice of any claims, suits, actions or demands (with a description of the claim and the nature and amount of any such Loss12(a) giving rise to the indemnification obligation pursuant to this Section 15.1 and the exclusive ability to defend such claims, suits, actions or demands (with the reasonable cooperation of ViaCell Indemnitees). ViaCell shall have the right to retain its own counsel, at its own expense, if representation of the counsel of Amgen would be inappropriate due to actual or potential differing interests between the Parties. Neither Party shall settle or consent to the entry of any judgment with respect to any claim for Loss for which indemnification is sought, [**]. Amgen's obligation to Indemnify the ViaCell Indemnitees pursuant to this Section 15.1 shall not apply to the extent of that any Losses referred to in such clause (i) that arise from [**] of any ViaCell Indemnitee (including but are attributable to Amgen's or its Affiliate's active or passive negligence, provided such negligence does not limited to that arising from the Development or Commercialization of a Collaboration Product by ViaCell); (ii) that arise from ViaCell's breach of any representation, warranty, covenant or obligation under this Agreement; or (iii) for which ViaCell is obligated to Indemnify the Amgen Indemnitees pursuant to Section 15.2 of this Agreementconstitute gross negligence.

Indemnification by Amgen. Amgen hereby agrees to defend, hold harmless and indemnify (collectively "Indemnify" or "Indemnified") ViaCell Indemnify Celltech and its Affiliates, agents, directors, officers and employees (the "ViaCell “Celltech Indemnitees"”) from and against any and all Losses resulting directly or indirectly from any Third Party claims, suits, actions or demandsdemands and all out-of-pocket liabilities, whether brought during or after damages, costs, settlements, expenses and/or losses paid to any Third Party bringing any such Third Party claim, as well as reasonable legal expenses and attorney and expert fees incurred in defending and/or compromising the Term, same (“Celltech Loss(es)”) arising out of any of (a) any of Amgen's representations and warranties set forth in this Agreement being untrue in any material respect when made; (b) any material breach or material default by Amgen of its material covenants and material obligations under this Licence Agreement; (b) Amgen’s negligence or intentional misconduct in carrying out its activities set forth in this Licence Agreement; and (c) Amgen's carrying out of activities outside the Program Plan during the Term or Amgen's [**] exercise of any Third Party engaged rights by Amgen, its Affiliates, Sublicensees or any of their agents or distributors pursuant to this Licence Agreement (including any product liability claim). To be eligible to be so Indemnified as described in this Section 15.1, the ViaCell Indemnitees Celltech shall provide Amgen with prompt written notice of any claims, suits, actions or demands claim (with a description of the claim and the nature and amount amount, if determinable, of any such Celltech Loss) giving rise to the indemnification obligation pursuant to this Section 15.1 Article 10.2 and the exclusive ability to defend such claimsThird Party claim; provided however, suitsthat Amgen shall be relieved of its obligations only to the extent the failure to be provided prompt written notice shall have been prejudicial to its ability to defend such action. Celltech shall co-operate as reasonably requested in the defence of the claim; provided however, actions or demands (with the reasonable cooperation of ViaCell Indemnitees). ViaCell that Celltech shall have the right to retain its own counsel, at its own expense, if representation of the counsel of Amgen would be inappropriate due to actual or potential differing interests between the Parties. Neither Party Celltech shall not settle or consent to the entry of any judgment with respect to any claim for Loss Celltech Losses for which indemnification any Celltech Indemnitee is soughtseeking to be Indemnified by Amgen, [**]without Amgen’s prior written consent. Amgen's ’s obligation to Indemnify the ViaCell Celltech Indemnitees pursuant to this Section 15.1 Article 10.2 shall not apply to the extent of any Celltech Losses (i) that arise from [**] the negligence or intentional misconduct of any ViaCell Indemnitee (including but not limited to that arising from the Development or Commercialization of a Collaboration Product by ViaCell)Celltech Indemnitee; (ii) that arise from ViaCell's any material breach by Celltech of any representation, warranty, covenant or obligation under this Licence Agreement; or (iii) for which ViaCell Celltech is obligated to Indemnify the Amgen Indemnitees pursuant to Section 15.2 Article 10.1 of this Licence Agreement.

Indemnification by Amgen. Amgen hereby agrees to defend, hold harmless and indemnify (collectively "“Indemnify" ” or "be “Indemnified"”) ViaCell Nuvelo and its Affiliates, agents, directors, officers and employees (the "ViaCell “Nuvelo Indemnitees"”) from and against any and all Losses resulting directly or indirectly from any Third Party claims, suits, actions or demands, whether brought during demands arising directly or after the Term, arising indirectly out of (a) any of Amgen's ’s representations and warranties set forth in this License Agreement being untrue in any material respect when made; made and/or (b) any material breach or material default by Amgen of its covenants and obligations under this License Agreement; or (c) . Amgen's carrying ’s indemnification obligation does not include any responsibility for product liability claims, including but not limited to negligence, strict liability, and breach of warranty claims, arising out of activities outside or relating to the Program Plan during the Term or Amgen's [**] of any Third Party engaged by Amgen)Licensed Product. To be eligible to be so Indemnified as described in this Section 15.111.1, the ViaCell Nuvelo Indemnitees shall provide Amgen with prompt notice of any claims, suits, actions or demands (with a description of the claim and the nature and amount of any such Loss) giving rise to the indemnification obligation pursuant to this Section 15.1 11.1 and the exclusive ability to defend such claims, suits, actions or demands (with the reasonable cooperation of ViaCell Nuvelo Indemnitees); provided however, that Amgen shall be relieved of its obligations only if any failure by the Nuvelo Indemnitee to deliver prompt notice shall have been prejudicial to its ability to defend such claims, suits, actions or demands. ViaCell Nuvelo shall have the right to retain its own counsel, at its own expense, if representation of the counsel of Amgen would be inappropriate due to actual or potential differing interests between the Parties. Neither Party Amgen shall not settle or consent to the entry of any judgment with respect to any claim for Loss for which indemnification is sought, [**]in a manner that would materially adversely affect Nuvelo, without Nuvelo’s prior written consent (not to be unreasonably withheld). Amgen's ’s obligation to Indemnify the ViaCell Nuvelo Indemnitees pursuant to this Section 15.1 11.1 shall not apply to the extent of any Losses (i) that arise from [**] the negligence or intentional misconduct of any ViaCell Indemnitee (including but not limited to that arising from the Development or Commercialization of a Collaboration Product by ViaCell)Nuvelo Indemnitee; (ii) that arise from ViaCell's Nuvelo’s material breach of any representation, warranty, covenant or obligation under this License Agreement; or (iii) for which ViaCell Nuvelo is obligated to Indemnify the Amgen Indemnitees pursuant to Section 15.2 11.2 of this License Agreement.

Indemnification by Amgen. Amgen hereby agrees to defend, hold harmless and indemnify (collectively "Indemnify" or be "Indemnified") ViaCell Hyseq and its Affiliates, agents, directors, officers and employees (the "ViaCell Hyseq Indemnitees") from and against any and all Losses resulting directly or indirectly from any Third Party claims, suits, actions or demands, whether brought during demands arising directly or after the Term, arising indirectly out of (a) any of Amgen's representations and warranties set forth in this License Agreement being untrue in any material respect when made; made and/or (b) any material breach or material default by Amgen of its covenants and obligations under this License Agreement; or (c) Amgen's carrying out of activities outside the Program Plan during the Term or Amgen's [**] of any Third Party engaged by Amgen). To be eligible to be so Indemnified as described in this Section 15.111.1, the ViaCell Hyseq Indemnitees shall provide Amgen with prompt notice of any claims, suits, actions or demands (with a description of the claim and the nature and amount of any such Loss) giving rise to the indemnification obligation pursuant to this Section 15.1 11.1 and the exclusive ability to defend such claims, suits, actions or demands (with the reasonable cooperation of ViaCell Hyseq Indemnitees); provided however, that Amgen shall be relieved of its obligations only if any failure by the Hyseq Indemnitee to deliver prompt notice shall have been prejudicial to its ability to defend such claims, suits, actions or demands. ViaCell Hyseq shall have the right to retain its own counsel, at its own expense, if representation of the counsel of Amgen would be inappropriate due to actual or potential differing interests between the Parties. Neither Party Amgen shall not settle or consent to the entry of any judgment with respect to any claim for Loss for which indemnification is sought, sought [***]. Amgen's obligation to Indemnify the ViaCell Hyseq Indemnitees pursuant to this Section 15.1 11.1 shall not apply to the extent of any Losses (i) that arise from the [***] of any ViaCell Indemnitee (including but not limited to that arising from the Development or Commercialization of a Collaboration Product by ViaCell)Hyseq Indemnitee; (ii) that arise from ViaCellHyseq's material breach of any representation, warranty, covenant or obligation under this License Agreement; or (iii) for which ViaCell Hyseq is obligated to Indemnify the Amgen Indemnitees pursuant to Section 15.2 11.2 of this License Agreement.

Indemnification by Amgen. Amgen hereby agrees to defend, hold harmless and indemnify (collectively "Indemnify" or "Indemnified") ViaCell Hyseq and its Affiliates, agents, directors, officers and employees (the "ViaCell Hyseq Indemnitees") from and against any and all Losses resulting directly or indirectly from any Third Party claims, suits, actions or demands, whether brought during or after the Term, arising out of (a) any of Amgen's representations and warranties set forth in this Agreement being untrue in any material respect when made; (b) any material breach or material default by Amgen of its covenants and obligations under this Agreement; or (c) Amgen's carrying out of activities outside the Program Plan during the Term or Amgen's [***] of any Third Party engaged by Amgen)) in carrying out its activities set forth in the Program Plan including, without limitation, manufacturing and Commercialization activities of Amgen; and/or (d) resulting solely from Hyseq's proper use of Amgen's Trademarks in connection with a Collaboration Product in accordance with the terms of this Agreement. To be eligible to be so Indemnified as described in this Section 15.114.1, the ViaCell Hyseq Indemnitees shall provide Amgen with prompt notice of any claims, suits, actions or demands (with a description of the claim and the nature and amount of any such Loss) giving rise to the indemnification obligation pursuant to this Section 15.1 14.1 and the exclusive ability to defend such claims, suits, actions or demands (with the reasonable cooperation of ViaCell Hyseq Indemnitees); provided however, that Amgen shall be relieved of its obligations only if any failure by the Hyseq Indemnitee to deliver prompt notice shall have been prejudicial to its ability to defend such claims, suits, actions or demands. ViaCell Hyseq shall have the right to retain its own counsel, at its own expense, if representation of the counsel of Amgen would be inappropriate due to actual or potential differing interests between the Parties. Neither Party shall settle or consent to the entry of any judgment with respect to any claim for Loss for which indemnification is sought, [***]. Amgen's obligation to Indemnify the ViaCell Hyseq Indemnitees pursuant to this Section 15.1 14.1 shall not apply to the extent of any Losses (i) that arise from the [***] of any ViaCell Hyseq Indemnitee (including but not limited to that arising from the Development or Commercialization of a Collaboration Product by ViaCellHyseq); (ii) that arise from ViaCellHyseq's breach of any representation, warranty, covenant or obligation under this Agreement; or (iii) for which ViaCell Hyseq is obligated to Indemnify the Amgen Indemnitees pursuant to Section 15.2 14.2 of this Agreement. [***] INDICATES THAT CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO RULE 24b-2. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

Indemnification by Amgen. Amgen hereby agrees to defend, hold harmless and indemnify (collectively "Indemnify" or "Indemnified") ViaCell Indemnify Celltech and its Affiliates, agents, directors, officers and employees (the "ViaCell “Celltech Indemnitees"”) from and against any and all Losses resulting directly or indirectly from any Third Party claims, suits, actions or demandsdemands and all out-of-pocket liabilities, whether brought during or after damages, costs, settlements, expenses and/or losses paid to any Third Party bringing any such Third Party claim, as well as reasonable legal expenses and attorney and expert fees incurred in defending and/or compromising the Term, same (“Celltech Loss(es)”) arising out of any of (a) any of Amgen's representations and warranties set forth in this Agreement being untrue in any material respect when made; (b) any material breach or material default by Amgen of its material covenants and material obligations under this Licence Agreement; (b) Amgen's negligence or intentional misconduct in carrying out its activities set forth in this Licence Agreement; and (c) Amgen's carrying out of activities outside the Program Plan during the Term or Amgen's [**] exercise of any Third Party engaged rights by Amgen, its Affiliates, Sublicensees or any of their agents or distributors pursuant to this Licence Agreement (including any product liability claim). To be eligible to be so Indemnified as described in this Section 15.1, the ViaCell Indemnitees Celltech shall provide Amgen with prompt written notice of any claims, suits, actions or demands claim (with a description of the claim and the nature and amount amount, if determinable, of any such Celltech Loss) giving rise to the indemnification obligation pursuant to this Section 15.1 Article 10.2 and the exclusive ability to defend such claimsThird Party claim; provided however, suitsthat Amgen shall be relieved of its obligations only to the extent the failure to be provided prompt written notice shall have been prejudicial to its ability to defend such action. Celltech shall co-operate as reasonably requested in the defence of the claim; provided however, actions or demands (with the reasonable cooperation of ViaCell Indemnitees). ViaCell that Celltech shall have the right to retain its own counsel, at its own expense, if representation of the counsel of Amgen would be inappropriate due to actual or potential differing interests between the Parties. Neither Party Celltech shall not settle or consent to the entry of any judgment with respect to any claim for Loss Celltech Losses for which indemnification any Celltech Indemnitee is soughtseeking to be Indemnified by Amgen, [**]without Amgen's prior written consent. Amgen's obligation to Indemnify the ViaCell Celltech Indemnitees pursuant to this Section 15.1 Article 10.2 shall not apply to the extent of any Celltech Losses (i) that arise from [**] the negligence or intentional misconduct of any ViaCell Indemnitee (including but not limited to that arising from the Development or Commercialization of a Collaboration Product by ViaCell)Celltech Indemnitee; (ii) that arise from ViaCell's any material breach by Celltech of any representation, warranty, covenant or obligation under this Licence Agreement; or (iii) for which ViaCell Celltech is obligated to Indemnify the Amgen Indemnitees pursuant to Section 15.2 Article 10.1 of this Licence Agreement.

Indemnification by Amgen. Amgen hereby agrees to defend, hold harmless and indemnify (collectively "“Indemnify" or "Indemnified"”) ViaCell Celltech and its Affiliates, agents, directors, officers and employees (the "ViaCell “Celltech Indemnitees"”) from and against any and all Losses resulting directly or indirectly from any Third Party claims, suits, actions or demandsdemands and all out-of-pocket liabilities, whether brought during or after damages, costs, settlements, expenses and/or losses paid to any Third Party bringing any such Third Party claim, as well as reasonable legal expenses and attorney and expert fees incurred in defending and/or compromising the Termsame, (“Celltech Loss(es)”) arising out of any of (a) any of Amgen's ’s representations and or warranties set forth in this Agreement being untrue in any material respect when made; (b) any material breach or material default by Amgen of its material covenants and material obligations under this Agreement; or (c) Amgen's ’s negligence or intentional misconduct in carrying out of its activities outside the Program Plan during the Term or Amgen's [**] of any Third Party engaged by Amgen). To be eligible to be so Indemnified as described set forth in this Section 15.1Agreement; and (d) any Trademark infringement claim, lawsuit or other action, resulting solely from Celltech’s proper use of Amgen Trademarks in connection with an Antibody Product in accordance with the ViaCell Indemnitees terms of this Agreement. Celltech shall provide Amgen with prompt written notice of any claims, suits, actions or demands claim (with a description of the claim and the nature 119 and amount (if determinable) of any such Celltech Loss) giving rise to the indemnification obligation pursuant to this Section 15.1 Article 18.1 and the exclusive ability to defend such claimsThird Party claim; provided however, suitsthat Amgen shall be relieved of its obligations only to the extent the failure to be provided prompt written notice shall have been prejudicial to its ability to defend such action. Celltech shall co-operate as reasonably requested in the defence of the claim; provided however, actions or demands (with the reasonable cooperation of ViaCell Indemnitees). ViaCell that Celltech shall have the right to retain its own counsel, at its own expense, if representation of the counsel of Amgen would be inappropriate due to actual or potential differing interests between the Parties. Neither Party Celltech shall not settle or consent to the entry of any judgment with respect to any claim for Loss Celltech Losses for which indemnification any Celltech Indemnitee is soughtseeking to be Indemnified by Amgen, [**]without Amgen’s prior written consent. Amgen's ’s obligation to Indemnify the ViaCell Celltech Indemnitees pursuant to this Section 15.1 Article 18.1 shall not apply to the extent of any Celltech Losses (i) that arise from [**] the negligence or intentional misconduct of any ViaCell Indemnitee (including but not limited to that arising from the Development or Commercialization of a Collaboration Product by ViaCell)Celltech Indemnitee; (ii) that arise from ViaCell's any material breach by Celltech of any representation, warranty, covenant or obligation under this Agreement; or (iii) for which ViaCell Celltech is obligated to Indemnify the Amgen Indemnitees pursuant to Section 15.2 Article 18.2 of this Agreement.

Indemnification by Amgen. Amgen hereby agrees to defend, hold harmless and indemnify (collectively "Indemnify" or "Indemnified") ViaCell InterMune and its Affiliates, agents, directors, officers and employees (the "ViaCell InterMune Indemnitees") from and against any and all Losses arising out of (i) any Third Party claims resulting directly or indirectly from any Third Party claims, suits, actions or demands, whether brought during or after the Term, arising out of (a) any of Amgen's representations and warranties set forth in this Agreement being untrue in any material respect when made; (b) made or any material breach or material default by Amgen of its covenants and obligations under this Agreement; or (c) Amgen's carrying out of activities outside the Program Plan during the Term or Amgen's [***] of any Third Party engaged by Amgen). To be eligible to be so Indemnified as described in this Section 15.1Indemnified, the ViaCell InterMune Indemnitees shall provide Amgen with prompt notice of any claims, suits, actions or demands (with a description of the claim and the nature and amount of any such Loss) giving rise to the indemnification obligation pursuant to this Section 15.1 10.1 and the exclusive ability to defend such claims, suits, actions or demands (with the reasonable cooperation of ViaCell InterMune Indemnitees) and subject to InterMune's right to participate in and have counsel selected by it participate, at InterMune's expense, in any action for which InterMune seeks to be Indemnified by Amgen). ViaCell InterMune shall have the right to retain its own counsel, at its own expense, if representation of the counsel of Amgen would be inappropriate due to actual or potential differing interests between the Parties. Neither Party shall not settle or consent to the entry of any judgment with respect to any claim for the Loss for associated with which indemnification is soughtany InterMune Indemnitee seeks to be Indemnified by Amgen, [**]without Amgen's prior written consent, provided that the Indemnitor shall be relieved of its obligations only if the failure by the Indemnitee to deliver prompt notice shall have been prejudicial to its ability to defend such action. Amgen's obligation to Indemnify the ViaCell InterMune Indemnitees pursuant to this Section 15.1 10.1 shall not apply to the extent of any Losses (i) that arise from [**] the negligence or intentional misconduct of any ViaCell Indemnitee (including but not limited to that arising from the Development or Commercialization of a Collaboration Product by ViaCell)InterMune Indemnitee; (ii) that arise from ViaCellInterMune's breach of any representation, warranty, covenant or obligation under this Agreement; or (iii) for which ViaCell InterMune is obligated to Indemnify the Amgen Indemnitees pursuant to Section 15.2 10.2 of this Agreement.Agreement [***]

Indemnification by Amgen. Amgen hereby agrees to defend, hold harmless and indemnify (collectively "Indemnify" or be "Indemnified") ViaCell Hyseq and its Affiliates, agents, directors, officers and employees (the "ViaCell Hyseq Indemnitees") from and against any and all Losses resulting directly or indirectly from any Third Party claims, suits, actions or demands, whether brought during demands arising directly or after the Term, arising indirectly out of (a) any of Amgen's representations and warranties set forth in this License Agreement being untrue in any material respect when made; made and/or (b) any material breach or material default by Amgen of its covenants and obligations under this License Agreement; or (c) Amgen's carrying out of activities outside the Program Plan during the Term or Amgen's [**] of any Third Party engaged by Amgen). To be eligible to be so Indemnified as described in this Section 15.111.1, the ViaCell Hyseq Indemnitees shall provide Amgen with prompt notice of any claims, suits, actions or demands (with a description of the claim and the nature and amount of any such Loss) giving rise to the indemnification obligation pursuant to this Section 15.1 11.1 and the exclusive ability to defend such claims, suits, actions or demands (with the reasonable cooperation of ViaCell Hyseq Indemnitees); provided however, that Amgen shall be relieved of its obligations only if any failure by the Hyseq Indemnitee to deliver prompt notice shall have been prejudicial to its ability to defend such claims, suits, actions or demands. ViaCell Hyseq shall have the right to retain its own counsel, at its own expense, if representation of the counsel of Amgen would be inappropriate due to actual or potential differing interests between the Parties. Neither Party Amgen shall not settle or consent to the entry of any judgment with respect to any claim for Loss for which indemnification is sought, [***]. Amgen's obligation to Indemnify the ViaCell Hyseq Indemnitees pursuant to this Section 15.1 11.1 shall not apply to the extent of any Losses (i) that arise from the [***] of any ViaCell Indemnitee (including but not limited to that arising from the Development or Commercialization of a Collaboration Product by ViaCell)Hyseq Indemnitee; (ii) that arise from ViaCellHyseq's material breach of any representation, warranty, covenant or obligation under this License Agreement; or (iii) for which ViaCell Hyseq is obligated to Indemnify the Amgen Indemnitees pursuant to Section 15.2 11.2 of this License Agreement.

Indemnification by Amgen. Amgen hereby agrees to defend, hold harmless and indemnify (collectively "“Indemnify" or "Indemnified"”) ViaCell Celltech and its Affiliates, agents, directors, officers and employees (the "ViaCell “Celltech Indemnitees"”) from and against any and all Losses resulting directly or indirectly from any Third Party claims, suits, actions or demandsdemands and all out-of-pocket liabilities, whether brought during or after damages, costs, settlements, expenses and/or losses paid to any Third Party bringing any such Third Party claim, as well as reasonable legal expenses and attorney and expert fees incurred in defending and/or compromising the Termsame, (“Celltech Loss(es)”) arising out of any of (a) any of Amgen's representations and or warranties set forth in this Agreement being untrue in any material respect when made; (b) any material breach or material default by Amgen of its material covenants and material obligations under this Agreement; or (c) Amgen's negligence or intentional misconduct in carrying out of its activities outside the Program Plan during the Term or Amgen's [**] of any Third Party engaged by Amgen). To be eligible to be so Indemnified as described set forth in this Section 15.1Agreement; and (d) any Trademark infringement claim, lawsuit or other action, resulting solely from Celltech's proper use of Amgen Trademarks in connection with an Antibody Product in accordance with the ViaCell Indemnitees terms of this Agreement. Celltech shall provide Amgen with prompt written notice of any claims, suits, actions or demands claim (with a description of the claim and the nature and amount (if determinable) of any such Celltech Loss) giving rise to the indemnification obligation pursuant to this Section 15.1 Article 18.1 and the exclusive ability to defend such claimsThird Party claim; provided however, suitsthat Amgen shall be relieved of its obligations only to the extent the failure to be provided prompt written notice shall have been prejudicial to its ability to defend such action. Celltech shall co-operate as reasonably requested in the defence of the claim; provided however, actions or demands (with the reasonable cooperation of ViaCell Indemnitees). ViaCell that Celltech shall have the right to retain its own counsel, at its own expense, if representation of the counsel of Amgen would be inappropriate due to actual or potential differing interests between the Parties. Neither Party Celltech shall not settle or consent to the entry of any judgment with respect to any claim for Loss Celltech Losses for which indemnification any Celltech Indemnitee is soughtseeking to be Indemnified by Amgen, [**]without Amgen's prior written consent. Amgen's obligation to Indemnify the ViaCell Celltech Indemnitees pursuant to this Section 15.1 Article 18.1 shall not apply to the extent of any Celltech Losses (i) that arise from [**] the negligence or intentional misconduct of any ViaCell Indemnitee (including but not limited to that arising from the Development or Commercialization of a Collaboration Product by ViaCell)Celltech Indemnitee; (ii) that arise from ViaCell's any material breach by Celltech of any representation, warranty, covenant or obligation under this Agreement; or (iii) for which ViaCell Celltech is obligated to Indemnify the Amgen Indemnitees pursuant to Section 15.2 Article 18.2 of this Agreement.

Indemnification by Amgen. Amgen hereby agrees to defend, hold harmless and indemnify (collectively "Indemnify" or "Indemnified") ViaCell Hyseq and its Affiliates, agents, directors, officers and employees (the "ViaCell Hyseq Indemnitees") from and against any and all Losses resulting directly or indirectly from any Third Party claims, suits, actions or demands, whether brought during or after the Term, arising out of (a) any of Amgen's representations and warranties set forth in this Agreement being untrue in any material respect when made; (b) any material breach or material default by Amgen of its covenants and obligations under this Agreement; or (c) Amgen's carrying out of activities outside the Program Plan during the Term or Amgen's [***] of any Third Party engaged by Amgen)) in carrying out its activities set forth in the Program Plan including, without limitation, manufacturing and Commercialization activities of Amgen; and/or (d) resulting solely from Hyseq's proper use of Amgen's Trademarks in connection with a Collaboration Product in accordance with the terms of this Agreement. To be eligible to be so Indemnified as described in this Section 15.114.1, the ViaCell Hyseq Indemnitees shall provide Amgen with prompt notice of any claims, suits, actions or demands (with a description of the claim and the nature and amount of any such Loss) giving rise to the indemnification obligation pursuant to this Section 15.1 14.1 and the exclusive ability to defend such claims, suits, actions or demands (with the reasonable cooperation of ViaCell Hyseq Indemnitees); provided however, that Amgen shall be relieved of its obligations only if any failure by the Hyseq Indemnitee to deliver prompt notice shall have been prejudicial to its ability to defend such claims, suits, actions or demands. ViaCell Hyseq shall have the right to retain its own counsel, at its own expense, if representation of the counsel of Amgen would be inappropriate due to actual or potential differing interests between the Parties. Neither Party shall settle or consent to the entry of any judgment with respect to any claim for Loss for which indemnification is sought, [***]. Amgen's obligation to Indemnify the ViaCell Hyseq Indemnitees pursuant to this Section 15.1 14.1 shall not apply to the extent of any Losses (i) that arise from the [***] of any ViaCell Hyseq Indemnitee (including but not limited to that arising from the Development or Commercialization of a Collaboration Product by ViaCellHyseq); (ii) that arise from ViaCellHyseq's breach of any representation, warranty, covenant or obligation under this Agreement; or (iii) for which ViaCell Hyseq is obligated to Indemnify the Amgen Indemnitees pursuant to Section 15.2 14.2 of this Agreement.

Indemnification by Amgen. Amgen hereby agrees to defend, hold harmless and indemnify (collectively "“Indemnify" or "Indemnified"”) ViaCell Celltech and its Affiliates, agents, directors, officers and employees (the "ViaCell “Celltech Indemnitees"”) from and against any and all Losses resulting directly or indirectly from any Third Party claims, suits, actions or demandsdemands and all out-of-pocket liabilities, whether brought during or after damages, costs, settlements, expenses and/or losses paid to any Third Party bringing any such Third Party claim, as well as reasonable legal expenses and attorney and expert fees incurred in defending and/or compromising the Termsame, (“Celltech Loss(es)”) arising out of any of (a) any of Amgen's ’s representations and or warranties set forth in this Agreement being untrue in any material respect when made; (b) any material breach or material default by Amgen of its material covenants and material obligations under this Agreement; or (c) Amgen's ’s negligence or intentional misconduct in carrying out of its activities outside the Program Plan during the Term or Amgen's [**] of any Third Party engaged by Amgen). To be eligible to be so Indemnified as described set forth in this Section 15.1Agreement; and (d) any Trademark infringement claim, lawsuit or other action, resulting solely from Celltech’s proper use of Amgen Trademarks in connection with an Antibody Product in accordance with the ViaCell Indemnitees terms of this Agreement. Celltech shall provide Amgen with prompt written notice of any claims, suits, actions or demands claim (with a description of the claim and the nature and amount (if determinable) of any such Celltech Loss) giving rise to the indemnification obligation pursuant to this Section 15.1 Article 18.1 and the exclusive ability to defend such claimsThird Party claim; provided however, suitsthat Amgen shall be relieved of its obligations only to the extent the failure to be provided prompt written notice shall have been prejudicial to its ability to defend such action. Celltech shall co-operate as 119 reasonably requested in the defence of the claim; provided however, actions or demands (with the reasonable cooperation of ViaCell Indemnitees). ViaCell that Celltech shall have the right to retain its own counsel, at its own expense, if representation of the counsel of Amgen would be inappropriate due to actual or potential differing interests between the Parties. Neither Party Celltech shall not settle or consent to the entry of any judgment with respect to any claim for Loss Celltech Losses for which indemnification any Celltech Indemnitee is soughtseeking to be Indemnified by Amgen, [**]without Amgen’s prior written consent. Amgen's ’s obligation to Indemnify the ViaCell Celltech Indemnitees pursuant to this Section 15.1 Article 18.1 shall not apply to the extent of any Celltech Losses (i) that arise from [**] the negligence or intentional misconduct of any ViaCell Indemnitee (including but not limited to that arising from the Development or Commercialization of a Collaboration Product by ViaCell)Celltech Indemnitee; (ii) that arise from ViaCell's any material breach by Celltech of any representation, warranty, covenant or obligation under this Agreement; or (iii) for which ViaCell Celltech is obligated to Indemnify the Amgen Indemnitees pursuant to Section 15.2 Article 18.2 of this Agreement.

Indemnification by Amgen. Amgen hereby agrees to defend, hold harmless and indemnify (collectively "Indemnify" or "Indemnified") ViaCell InterMune and its Affiliates, agents, directors, officers and employees (the "ViaCell InterMune Indemnitees") from and against any and all Losses arising out of (i) any Third Party claims resulting directly or indirectly from any Third Party claims, suits, actions or demands, whether brought during or after the Term, arising out of (a) any of Amgen's representations and warranties set forth in this Agreement being untrue in any material respect when made; (b) made or any material breach or material default by Amgen of its covenants and obligations under this Agreement; or (c) Amgen's carrying out of activities outside the Program Plan during the Term or Amgen's [**] of any Third Party engaged by Amgen). To be eligible to be so Indemnified as described in this Section 15.1Indemnified, the ViaCell InterMune Indemnitees shall provide Amgen with prompt notice of any claims, suits, actions or demands (with a description of the claim and the nature and amount of any such Loss) giving rise to the indemnification obligation pursuant to this Section 15.1 10.1 and the exclusive ability to defend such claims, suits, actions or demands (with the reasonable cooperation of ViaCell InterMune Indemnitees) and subject to InterMune's right to participate in and have counsel selected by it participate, at InterMune's expense, in any action for which InterMune seeks to be Indemnified by Amgen). ViaCell InterMune shall have the right to retain its own counsel, at its own expense, if representation of the counsel of Amgen would be inappropriate due to actual or potential differing interests between the Parties. Neither Party shall not settle or consent to the entry of any judgment with respect to any claim for the Loss for associated with which indemnification is soughtany InterMune Indemnitee seeks to be Indemnified by Amgen, [**]without Amgen's prior written consent, provided that the Indemnitor shall be relieved of its obligations only if the failure by the Indemnitee to deliver prompt notice shall have been prejudicial to its ability to defend such action. Amgen's obligation to Indemnify the ViaCell InterMune Indemnitees pursuant to this Section 15.1 10.1 shall not apply to the extent of any Losses (i) that arise from [**] the negligence or intentional misconduct of any ViaCell Indemnitee (including but not limited to that arising from the Development or Commercialization of a Collaboration Product by ViaCell)InterMune Indemnitee; (ii) that arise from ViaCellInterMune's breach of any representation, warranty, covenant or obligation under this Agreement; or (iii) for which ViaCell InterMune is obligated to Indemnify the Amgen Indemnitees pursuant to Section 15.2 10.2 of this Agreement.Agreement [*]

Indemnification by Amgen. Amgen hereby agrees to defend, hold harmless and indemnify (collectively "Indemnify" or "Indemnified") ViaCell Indemnify Celltech and its Affiliates, agents, directors, officers and employees (the "ViaCell “Celltech Indemnitees"”) from and against any and all Losses resulting directly or indirectly from any Third Party claims, suits, actions or demandsdemands and all out-of-pocket liabilities, whether brought during or after damages, costs, settlements, expenses and/or losses paid to any Third Party bringing any such Third Party claim, as well as reasonable legal expenses and attorney and expert fees incurred in defending and/or compromising the Term, same (“Celltech Loss(es)”) arising out of any of (a) any of Amgen's representations and warranties set forth in this Agreement being untrue in any material respect when made; (b) any material breach or material default by Amgen of its material covenants and material obligations under this Licence Agreement; (b) Amgen’s negligence or intentional misconduct in carrying out its activities set forth in this Licence Agreement; and (c) Amgen's carrying out of activities outside the Program Plan during the Term or Amgen's [**] exercise of any Third Party engaged rights by Amgen, its Affiliates, Sublicensees or any of their agents or distributors pursuant to this Licence Agreement (including any product liability claim). To be eligible to be so Indemnified as described in this Section 15.1, the ViaCell Indemnitees Celltech shall provide Amgen with prompt written notice of any claims, suits, actions or demands claim (with a description of the claim and the nature and amount amount, if determinable, of any such Celltech Loss) giving rise to the indemnification obligation pursuant to this Section 15.1 Article 10.2 and the exclusive ability to defend such claimsThird Party claim; provided however, suitsthat Amgen shall be relieved of its obligations only to the extent the failure to be provided prompt written notice shall have been prejudicial to its ability to defend such action. Celltech shall co-operate as reasonably requested in the defence of the claim; provided however, actions or demands (with the reasonable cooperation of ViaCell Indemnitees). ViaCell that Celltech shall have the right to retain its own counsel, at its own expense, if representation of the counsel of Amgen would be inappropriate due to actual or potential differing interests between the Parties. Neither Party Celltech shall not settle or consent to the entry of any judgment with respect to any claim for Loss Celltech Losses for which indemnification any Celltech Indemnitee is soughtseeking to be Indemnified by Amgen, [**]without Amgen’s pxxxx written consent. Amgen's ’s obligation to Indemnify the ViaCell Celltech Indemnitees pursuant to this Section 15.1 Article 10.2 shall not apply to the extent of any Celltech Losses (i) that arise from [**] the negligence or intentional misconduct of any ViaCell Indemnitee (including but not limited to that arising from the Development or Commercialization of a Collaboration Product by ViaCell)Celltech Indemnitee; (ii) that arise from ViaCell's any material breach by Celltech of any representation, warranty, covenant or obligation under this Licence Agreement; or (iii) for which ViaCell Celltech is obligated to Indemnify the Amgen Indemnitees pursuant to Section 15.2 Article 10.1 of this Licence Agreement.

Indemnification by Amgen. Amgen hereby agrees to defend, hold harmless and indemnify (collectively "Indemnify" or "Indemnified") ViaCell and its Affiliates, agents, directors, officers and employees (the "ViaCell Indemnitees") from and against any and all Losses resulting directly or indirectly from any Third Party claims, suits, actions or demands, whether brought during or after the Term, arising out of (a) any of Amgen's representations and warranties set forth in this Agreement being untrue in any material respect when made; (b) any material breach or material default by Amgen of its covenants and obligations under this Agreement; or (c) Amgen's carrying out of activities outside the Program Plan during the Term or Amgen's [**] negligence or intentional misconduct (or the negligence or intentional misconduct of any Third Party engaged by Amgen). To be eligible to be so Indemnified as described in this Section 15.1, the ViaCell Indemnitees shall provide Amgen with prompt notice of any claims, suits, actions or demands (with a description of the claim and the nature and amount of any such Loss) giving rise to the indemnification obligation pursuant to this Section 15.1 and the exclusive ability to defend such claims, suits, actions or demands (with the reasonable cooperation of ViaCell Indemnitees). ViaCell shall have the right to retain its own counsel, at its own expense, if representation of the counsel of Amgen would be inappropriate due to actual or potential differing interests between the Parties. Neither Party shall settle or consent to the entry of any judgment with respect to any claim for Loss for which indemnification is sought, [**]without the prior written consent of the other Party (not to be unreasonably withheld). Amgen's obligation to Indemnify the ViaCell Indemnitees pursuant to this Section 15.1 shall not apply to the extent of any Losses (i) that arise from [**] the negligence or intentional misconduct of any ViaCell Indemnitee (including but not limited to that arising from the Development or Commercialization of a Collaboration Product by ViaCell); (ii) that arise from ViaCell's breach of any representation, warranty, covenant or obligation under this Agreement; or (iii) for which ViaCell is obligated to Indemnify the Amgen Indemnitees pursuant to Section 15.2 of this Agreement.