Common use of SGI Clause in Contracts

SGI. SGI shall defend Licensee and its Affiliates at SGI’s cost and expense, and will indemnify and hold Licensee and its Affiliates and their respective directors, officers, employees and agents (the “Licensee Indemnified Parties”) harmless from and against any and all Losses incurred in connection with or arising out of any Third Party Claim relating to (i) any material breach by SGI of this Agreement, (ii) any gross negligence or willful misconduct of SGI in the exercise of any of its rights or the performance of any of its obligations under this Agreement, (iii) any product liability, clinical trial liability or other claims arising from the manufacture, handling, packaging, storage, sale or other disposition of any Drug Conjugation Materials or ADCs by SGI or its Affiliates, or (iv) an SGI In-License Agreement for which SGI would be entitled to indemnification thereunder; provided, however, that the obligations set forth in this Section 14.2 shall not apply to the extent that such Losses were incurred in connection with, or have arisen out of, any act or omission of gross negligence or willful misconduct on the part of Licensee for which Licensee would otherwise be required to indemnify the SGI Indemnified Parties pursuant to Section 14.1.

SGI. SGI shall defend Licensee and its Affiliates at SGI’s cost and expense, and will indemnify and hold Licensee and its Affiliates and their respective directors, officers, employees and agents (the “Licensee Indemnified Parties”) harmless from and against any and all Losses incurred in connection with or arising out of any Third Party Claim relating to (i) any material breach by SGI of this Agreement, (ii) any gross negligence or willful misconduct of SGI in the exercise of any of its rights or the performance of any of its obligations under this Agreement, (iii) any product liability, clinical trial liability or other claims arising from the manufacture, handling, packaging, storage, sale or other disposition of any Drug Conjugation Materials or ADCs by SGI or its Affiliates, or (iv) an SGI In-License Agreement for which SGI would be entitled to indemnification thereunder; provided, however, that the obligations set forth [***] 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. in this Section 14.2 shall not apply to the extent that such Losses were incurred in connection with, or have arisen out of, any act or omission of gross negligence or willful misconduct on the part of Licensee for which Licensee would otherwise be required to indemnify the SGI Indemnified Parties pursuant to Section 14.1.