Common use of Indemnification by Prometheus Clause in Contracts

Indemnification by Prometheus. Subject to Section 8.2 hereof, Prometheus shall hold harmless and indemnify CSMC and UCLA and their respective officers, directors, employees (including the inventors) and agents, sponsors of the research (except Prometheus) and the Regents of the University of California, from and against any and all claims, damages and expenses (including reasonable attorneys' fees and expenses and costs of investigation) arising out of any litigation, arbitration or dispute of any kind involving Prometheus or its Affiliates or permitted sublicensees or resulting from the grant of this license or the exercise of any rights hereunder, or any sublicense, or any use of the Patent Rights by Prometheus or its Affiliates or any permitted sublicensee, including, but not limited to, (i) the preclinical development and clinical testing of *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Products, and (ii) the manufacture, sale, use, marketing, or other disposition of Products developed, manufactured, sold, marketed, used or otherwise disposed of under the Agreement. As a part of its obligations hereunder, Prometheus shall reimburse CSMC and UCLA for their respective out-of-pocket expenses (including reasonable attorneys' fees and costs of investigation) which are incurred as a result of any investigation, defense or settlement relating to the foregoing, which reimbursement shall be made to CSMC and UCLA upon receipt by Prometheus of invoices reflecting in reasonable detail such expenses incurred by CSMC and UCLA. Prometheus shall obtain and maintain insurance policies (including products liability and general liability policies at such time as is appropriate) which are reasonable and necessary to cover its activities and to comply with the indemnification obligations set forth above. Such insurance policies shall name CSMC and UCLA as additional insured parties, and shall provide a minimum of $[***] in coverage per occurrence and provide for a [***] day notice to CSMC and UCLA of any material change in such policies. Upon initiation of any human clinical studies using a therapeutic molecule covered by the Patent Rights, Prometheus shall have first increased its insurance coverage to a minimum of $[***] in the aggregate. Prometheus shall provide CSMC and UCLA with Certificates of Insurance within [***] days of the Effective Date (subject to extension if reasonably required) and annually thereafter, evidencing the policies required in accordance with this Section 8.1.

Indemnification by Prometheus. Subject to Section 8.2 hereof, Prometheus shall indemnify and hold harmless Rosetta and indemnify CSMC its Affiliates, and UCLA the Upstream Licensors and each of their respective employees, officers, directors, employees directors and agents (including the inventorseach a “Rosetta Indemnitee”) and agents, sponsors of the research (except Prometheus) and the Regents of the University of California, from and against (a) any and all claimsLosses finally awarded to a Third Party by a court of competent jurisdiction or finally imposed by any government agency that result from any Claim made or bought against an Rosetta Indemnitee by or on behalf of such Third Party or such government agency, damages and expenses (including reasonable attorneys' fees b) subject to Section 8.3, any Litigation Costs incurred by an Rosetta Indemnitee while investigating or conducting the defense of such Claim, in any such case (a) and expenses and costs of investigation) arising (b), solely to the extent such Claim is based on or arises out of any litigation, arbitration or dispute of any kind involving Prometheus or its Affiliates or permitted sublicensees or resulting from the grant of this license or the exercise of any rights hereunder, or any sublicense, or any use of the Patent Rights by Prometheus or its Affiliates or any permitted sublicensee, including, but not limited to, (i) the preclinical development breach by Prometheus of any representation, warranty or covenant contained in this Agreement; or (i) the Exploitation of the Licensed Products by Prometheus, its Affiliates or its Sublicensees; provided, however, that such indemnification right shall not apply to any Claims, Losses or Litigation Costs (x) to the extent directly attributable to the negligence, reckless misconduct, or intentional misconduct of an Rosetta Indemnitee or Rosetta’s breach of this Agreement, (y) for which Rosetta is obligated to indemnify Prometheus under Section 8.1, or (z) based on or arising out of a breach of any Upstream License Agreement or any indemnification claim by an Upstream Licensor to the extent that such breach or indemnification claim did not arise from a Prometheus Indemnitee’s breach of Section 2.5 (Compliance with Upstream License Agreements) or any requirements binding on sublicensees under an Upstream License Agreement arising after the Effective Date and clinical testing accepted by Prometheus pursuant to Section 2.6. Portions of *** Certain information on this page has been Exhibit were omitted and have been filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect Secretary of the Commission pursuant to the omitted portions. Products, and (ii) the manufacture, sale, use, marketing, or other disposition of Products developed, manufactured, sold, marketed, used or otherwise disposed of Registrant’s application requesting confidential treatment under the Agreement. As a part of its obligations hereunder, Prometheus shall reimburse CSMC and UCLA for their respective out-of-pocket expenses (including reasonable attorneys' fees and costs of investigation) which are incurred as a result of any investigation, defense or settlement relating to the foregoing, which reimbursement shall be made to CSMC and UCLA upon receipt by Prometheus of invoices reflecting in reasonable detail such expenses incurred by CSMC and UCLA. Prometheus shall obtain and maintain insurance policies (including products liability and general liability policies at such time as is appropriate) which are reasonable and necessary to cover its activities and to comply with the indemnification obligations set forth above. Such insurance policies shall name CSMC and UCLA as additional insured parties, and shall provide a minimum of $[***] in coverage per occurrence and provide for a [***] day notice to CSMC and UCLA of any material change in such policies. Upon initiation of any human clinical studies using a therapeutic molecule covered by the Patent Rights, Prometheus shall have first increased its insurance coverage to a minimum of $[***] in the aggregate. Prometheus shall provide CSMC and UCLA with Certificates of Insurance within [***] days Rule 24b-2 of the Effective Date (subject to extension if reasonably required) and annually thereafterSecurities Exchange Act of 1934, evidencing the policies required in accordance with this Section 8.1as amended.

Indemnification by Prometheus. Subject to Section 8.2 hereof, Prometheus shall hold harmless and indemnify CSMC and UCLA and their respective officers, directors, employees (including the inventors) and agents, sponsors of the research (except Prometheus) and the Regents of the University of California, from and against any and all claims, damages and expenses (including reasonable attorneys' fees and expenses and costs of investigation) arising out of any *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. litigation, arbitration or dispute of any kind involving Prometheus or its Affiliates or permitted sublicensees or resulting from the grant of this license or the exercise of any rights hereunder, or any sublicense, or any use of the Patent Rights by Prometheus or its Affiliates or any permitted sublicensee, including, but not limited to, (i) the preclinical development and clinical testing of *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Products, and (ii) the manufacture, sale, use, marketing, or other disposition of Products developed, manufactured, sold, marketed, used or otherwise disposed of under the Agreement. As a part of its obligations hereunder, Prometheus shall reimburse CSMC and UCLA for their respective out-of-pocket expenses (including reasonable attorneys' fees and costs of investigation) which are incurred as a result of any investigation, defense or settlement relating to the foregoing, which reimbursement shall be made to CSMC and UCLA upon receipt by Prometheus of invoices reflecting in reasonable detail such expenses incurred by CSMC and UCLA. Prometheus shall obtain and maintain insurance policies (including products liability and general liability policies at such time as is appropriate) which are reasonable and necessary to cover its activities and to comply with the indemnification obligations set forth above. Such insurance policies shall name CSMC and UCLA as additional insured parties, and shall provide a minimum of $[***] in coverage per occurrence and provide for a [***] day notice to CSMC and UCLA of any material change in such policies. Upon initiation of any human clinical studies using a therapeutic molecule covered by the Patent Rights, Prometheus shall have first increased its insurance coverage to a minimum of $[***] in the aggregate. Prometheus shall provide CSMC and UCLA with Certificates of Insurance within [***] days of the Effective Date (subject to extension if reasonably required) and annually thereafter, evidencing the policies required in accordance with this Section 8.1.