Common use of Indemnification by MPI Clause in Contracts

Indemnification by MPI. MPI agrees to defend MPMx, at MPI's cost and expense, and will indemnify and hold MPMx and its directors, officers, employees and agents (the "MPMx Indemnified Parties") harmless from and against, any losses, costs, damages, fees or expenses arising out of any claim relating to personal injury from the exploitation by MPI or an MPI Subsidiary or their licensees of the MPMx Retained Rights or other rights transferred by MPMx to MPI or an MPI Subsidiary pursuant to Section 2, including the development, manufacture, use, sale or other disposition of products or services resulting therefrom. In the event of any such claim against the MPMx Indemnified Parties by any party, MPMx shall promptly notify MPI in writing of the claim and MPI shall manage and control, at its sole expense, the defense of the claim and its settlement. The MPMx Indemnified Parties shall cooperate with MPI and may, at their option and expense, be represented in any such action or proceeding. MPI shall not be liable for any litigation costs or expenses incurred by the MPMx Indemnified Parties or for any costs or expenses of settlements made by any MPMx Indemnified Parties without MPI's prior written authorization. In addition, MPI shall not be responsible for the indemnification of any MPMx Indemnified Party arising from any negligent or intentional acts by such party.

Appears in 1 contract

Sources: Rights Exchange Agreement (Millennium Pharmaceuticals Inc)

Indemnification by MPI. MPI agrees to defend MPMx, MPMx at MPI's cost and expense, and will indemnify and hold MPMx and its directors, officers, employees and agents (the "MPMx Indemnified Parties") harmless from and against, against any losses, costs, damages, fees or expenses arising out of any claim relating to personal injury from the exploitation by MPI or an MPI Subsidiary or their licensees of the MPMx Retained Rights or other rights transferred licenses granted by MPMx to MPI or an MPI Subsidiary pursuant to Section 2, including the development, manufacture, use, use sale or other disposition of products or services resulting therefrom. In the event of any such claim against the MPMx Indemnified Parties by any party, MPMx shall promptly notify MPI in writing of the claim and MPI shall manage and control, at its sole expense, the defense of the claim and its settlement. The MPMx Indemnified Parties shall cooperate with MPI and may, at their option and expense, be represented in any such action or proceeding. MPI shall not be liable for any litigation costs or expenses incurred by the MPMx Indemnified Parties or for any costs or expenses of settlements made by any MPMx Indemnified Parties without MPI's prior written authorization. In addition, MPI shall not be responsible for the indemnification of any MPMx Indemnified Party arising from any negligent or intentional acts by such party.

Appears in 1 contract

Sources: Technology Transfer and License Agreement (Millennium Pharmaceuticals Inc)

Indemnification by MPI. MPI agrees to defend MPMx, MBI at MPI's cost and expense, and will indemnify and hold MPMx MBI and its directors, officers, employees and agents (the "MPMx MBI Indemnified Parties") harmless from and against, against any losses, costs, damages, fees or expenses arising out of any claim relating to personal injury from the exploitation by MPI or an MPI Subsidiary or their its licensees of the MPMx Retained Rights or other rights transferred by MPMx to MPI or an MPI Subsidiary licenses granted pursuant to Section 23, including the development, manufacture, use, use sale or other disposition of products or services resulting therefrom. In the event of any such claim against the MPMx MBI Indemnified Parties by any party, MPMx MBI shall promptly notify MPI in writing of the claim and MPI shall manage and control, at its sole expense, the defense of the claim and its settlement. The MPMx MBI Indemnified Parties shall cooperate with MPI and may, at their option and expense, be represented in any such action or proceeding. MPI shall not be liable for any litigation costs or expenses incurred by the MPMx Indemnified Parties or for any costs or expenses of settlements made by any MPMx MBI Indemnified Parties without MPI's prior written authorization. In addition, MPI shall not be responsible for the indemnification of any MPMx MBI Indemnified Party arising from any negligent or intentional acts by such party.

Appears in 1 contract

Sources: Technology Transfer and License Agreement (Millennium Pharmaceuticals Inc)