Indemnification Scope. Corvus hereby agrees to indemnify, defend (if requested by Genentech) and hold harmless each of Genentech, its Affiliates and its and their officers, directors, employees, subcontractors and agents (for purposes of Section 14.1, each, a “Genentech Indemnitee”) from and against Losses incurred by such Genentech Indemnitee in connection with Claims made against such Genentech Indemnitee, to the extent such Losses arise out of (A) the negligence or willful misconduct of any Corvus Indemnitee; (B) a breach by Corvus of any of its representations, warranties, covenants or obligations under this Agreement or any Ancillary Agreement; (C) a breach by any Corvus Indemnitee of any Applicable Law pertaining to activities it performs under this Agreement or a subcontract under this Agreement; or (D) Corvus’s use of Study Data or Sample Data. Corvus’s obligations under this Section 14.1(c)(i) shall not apply to the extent such Losses (A) arise out of the scope of Genentech’s indemnification obligations under Section 14.1(b)(i) or (B) are reimbursed by Corvus to Genentech for a Subject Injury Claim under Section 14.2.
Appears in 1 contract
Sources: Phase Ib/Ii Combination Study Agreement (Corvus Pharmaceuticals, Inc.)
Indemnification Scope. Corvus Genentech hereby agrees to indemnify, defend (if requested by GenentechCorvus) and hold harmless each of GenentechCorvus, its Affiliates and its and their officers, directors, employees, subcontractors and agents (for purposes of Section 14.1, each, a “Genentech Corvus Indemnitee”) from and against Losses incurred by such Genentech Corvus Indemnitee in connection with Claims made against such Genentech Corvus Indemnitee, to the extent such Losses arise out of (A) the negligence or willful misconduct of any Corvus Genentech Indemnitee; (B) a breach by Corvus Genentech of any of its representations, warranties, covenants or obligations under this Agreement or any Ancillary Agreement; (C) a breach by any Corvus Genentech Indemnitee of any Applicable Law pertaining to activities it performs under this Agreement or a subcontract under this Agreement; or (D) CorvusGenentech’s use of Study Data or Sample Data. CorvusGenentech’s obligations under this Section 14.1(c)(i14.1(b)(i) shall not apply to the extent such Losses (A) arise out of the scope of GenentechCorvus’s indemnification obligations under Section 14.1(b)(i14.1(c)(i) or (B) are reimbursed by Genentech to Corvus to Genentech for a Subject Injury Claim under Section 14.2.
Appears in 1 contract
Sources: Phase Ib/Ii Combination Study Agreement (Corvus Pharmaceuticals, Inc.)