Indemnification by Jounce Clause Samples

Indemnification by Jounce. Jounce shall indemnify, defend and hold harmless Celgene, its Affiliates and its or their respective directors, officers, employees and agents (collectively, the “Celgene Indemnitees”), from and against any and all Third Party Damages to the extent arising out of or relating to, directly or indirectly, from any Claim based upon: 10.2.1 the [***] in connection with [***] under this Agreement; 10.2.2 any [***] under this Agreement; or 10.2.3 the [***] described in this Section 10.2.3; [***].

Indemnification by Jounce. Jounce shall indemnify, defend and hold harmless the Celgene Indemnitees, from and against any and all Third Party Damages to the extent arising out of or relating to, directly or indirectly, from any Claim, based upon:

Indemnification by Jounce. Jounce shall indemnify and hold harmless Celgene, its Affiliates, and its and their respective directors, officers, employees, agents, successors, and assigns (collectively, the “Celgene Indemnitees”), from and against any and all Damages to the extent arising out of or relating to, directly or indirectly, any Third Party Claim based upon: (a) events or occurrences arising out of or relating to any Jounce Development and Manufacturing Agreement prior to the date such Jounce Development and Manufacturing Agreement is assigned or terminated under Section 6.4 (including any payments that accrued prior to the date of such assignment or termination but which do not become payable until after the date of such assignment or termination), except in accordance with Section 6.4.2; (b) any activity conducted by or on behalf of Jounce under this Agreement that is not done at the express written direction of Celgene; (c) the gross negligence or willful misconduct of Jounce or its Affiliates or its or their respective directors, officers, employees, consultants, subcontractors or agents, in connection with Jounce’s performance of its obligations under this Agreement; or (d) any breach by Jounce of any of its representations, warranties, covenants, agreements, or obligations under this Agreement; provided, however, that, in each case ((a)-(d)), such indemnity shall not apply to the extent Celgene has an indemnification obligation pursuant to Sections 13.1(a), 13.1(b), or 13.1(c) for such Damages.

Indemnification by Jounce. Jounce will indemnify, defend and hold harmless Gilead, its Affiliates, and its and their respective directors, officers, employees, agents, successors, and assigns (collectively, the “Gilead Indemnitees”), from and against any and all Damages to the extent arising out of or relating to, directly or indirectly, any Third Party Claim based upon: