Common use of Indemnification by Licensee Clause in Contracts

Indemnification by Licensee. Licensee shall defend, indemnify and hold harmless COH, its Affiliates, officers, directors, shareholders, employees and agents (“COH Indemnitees”) from and against any and all Third Party liabilities, claims, suits, and expenses, including reasonable attorneys’ fees (collectively, “Losses”), arising out of or in any way attributable to: (i) the material breach of any representation or warranty made by Licensee under this Agreement, (ii) the research, development, marketing, approval, manufacture, packaging, labeling, handling, storage, transportation, use, distribution, promotion, marketing or sale of Licensed Products or EXECUTION COPY Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Homology Medicines, Inc. Licensed Services by or on behalf of Licensee, any of its Affiliates or a Sublicensee or any other exercise of rights under this Agreement or pursuant to any sublicense, or (iii) the negligence, willful misconduct or failure to comply with applicable law by a Licensee Indemnitee or Sublicensee; in each case except to the extent that such Losses are caused directly by: (a) COH’s material breach of any representation or warranty made by COH under this Agreement, (b) COH’s material breach of its obligations under this Agreement, and/or (c) the gross negligence or willful misconduct of a COH Indemnitee.

Indemnification by Licensee. Licensee shall defend, indemnify and hold harmless COH, its Affiliates, officers, directors, shareholders, employees and agents (“COH Indemnitees”) the INFI Indemnitees from and against any and all Third Party liabilitieslosses, claimsdamages, suitsfees, and expenses, settlement amounts or costs (including reasonable legal expense, attorneys’ fees and witness fees) (collectively, “Losses”), ) relating to or in connection with a Third Party claim to the extent arising out of or in any way attributable to: (i) the material breach of any representation or warranty made by Licensee under this Agreement, (iia) the research, development, marketingmanufacture or commercialization of the IPI-145 Compound or the IPI-145 Product by Licensee, approvalany Licensee Affiliate, manufactureany Sublicensee, packagingINFI (to the extent properly acting in accordance with Licensee’s express direction) or any of their respective employees, labelingconsultants, handlingcontractors, storagesubcontractors or agents after the Effective Date, transportationincluding any actual or alleged death, usepersonal bodily injury or damage to real or tangible personal property, distributionor other product liability claimed to result from the IPI-145 Product Researched, promotionDeveloped, marketing Manufactured or sale of Licensed Products or EXECUTION COPY Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Homology Medicines, Inc. Licensed Services Commercialized by or on behalf of Licensee or any of its Affiliates or any Sublicensee, (b) any breach by Licensee of any of its representations, warranties, covenants or obligations under this Agreement, or (c) any negligent act or omission or willful misconduct of Licensee, any of its Affiliates or a Sublicensee any Sublicensee, or any other exercise of their respective employees, consultants, contractors, subcontractors or agents, in performing Licensee’s obligations or exercising Licensee’s rights under this Agreement or pursuant Agreement; except that the foregoing indemnity shall not apply with respect to any sublicense, or (iii) the negligence, willful misconduct or failure to comply with applicable law by a Licensee INFI Indemnitee or Sublicensee; in each case except to the extent that any such Losses (x) are caused directly by: (a) COH’s material breach of any representation or warranty made by COH under this Agreement, (b) COH’s material breach of its obligations under this Agreement, and/or (c) the gross negligence or willful misconduct of a COH any INFI Indemnitee, or (y) are otherwise subject to an obligation by INFI to indemnify the Licensee Indemnitees under Section 10.2.

Indemnification by Licensee. Licensee shall defendagrees to indemnify, indemnify defend and hold harmless COHGladstone and any third party sponsors of the research that gave rise to the Licensed Patents (if any), its Affiliatesand their respective trustees, officers, directorsstaff, shareholdersemployees, employees representatives and agents (the “COH IndemniteesIndemnified Parties”) from and against any and all Third Party liabilitiesdamages, expenses (including without limitation legal expenses), claims, demands, suits, and expenses, including reasonable attorneys’ fees or other actions arising from (collectively, “Losses”), arising out of or in any way attributable to: (ia) the a material breach of any representation or warranty made by Licensee under this Agreement, (ii) the research, development, marketing, approval, manufacture, packaging, labeling, handling, storage, transportation, use, distribution, promotion, marketing or sale of Licensed Products or EXECUTION COPY Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Homology Medicines, Inc. Licensed Services by or on behalf of Licensee, any of its Affiliates or a Sublicensee or any other exercise of rights under this Agreement or pursuant to any sublicense, or (iii) the negligence, willful misconduct or failure to comply with applicable law by a Licensee Indemnitee or SublicenseeLicensee; in each case except to the extent that such Losses are caused directly by: (a) COH’s material breach of any representation or warranty made by COH under this Agreement, (b) COH’s material breach of its obligations under this Agreement, and/or (c) the gross negligence or willful misconduct of Licensee or any of its Affiliates in connection with its obligations under this Agreement; (c) Licensee’s acceptance, use or disposal of any materials or their progeny or derivatives; or (d) Licensee’s exercise of license granted hereunder, including without limitation any cause of action relating to product liability concerning any product, process, or service made, used or sold by Licensee or its Affiliates pursuant to any right or license granted under this Agreement; except to the extent that such damages, expenses, claims demands, suits or other actions arise from (x) a COH Indemniteematerial breach of this Agreement by the Indemnified Parties, or (y) the gross negligence or willful misconduct of the Indemnified Parties in connection with its obligations under this Agreement.

Indemnification by Licensee. Licensee shall defend, indemnify VDI during and hold harmless COH, its Affiliates, officers, directors, shareholders, employees and agents (“COH Indemnitees”) from and after the Term hereof against any and all Third Party liabilities, claims, suitsliabilities (including settlements entertain into in good faith with VDI's consent, not to be unreasonably withheld) and expenses, expenses (including reasonable attorneys’ fees (collectively, “Losses”), ' fees) arising out of Licensee's activities hereunder, or out of any defect (whether obvious or hidden and whether or not present in any way attributable to: (isample Licensed Product approved by VDI) the material breach in a Licensed Product, or arising from personal injury or any infringement of any representation or warranty made rights of any other person by Licensee under this Agreement, (ii) the research, development, marketing, approval, manufacture, packagingsale, labeling, handling, storage, transportation, use, distribution, promotion, marketing possession or sale use of Licensed Products or EXECUTION COPY Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Homology Medicines, Inc. Licensed Services by or on behalf of Licensee, any of its Affiliates or a Sublicensee or any other exercise of rights under this Agreement or pursuant to any sublicenseProducts, or (iii) the negligence, willful misconduct or their failure to comply with applicable law laws, regulations and standards. The parties indemnified hereunder include VDI and its parents, subsidiaries and affiliates, and co-producers and co-venturers of VDI. VDI's licensors, its and their subsidiaries, its and their officers, directors, employees and agents. This indemnity shall not apply to any claim or liability relating to any infringement of the copyright of a third party caused by a Licensee Indemnitee or Sublicensee; VDI's utilization of the Licensed Products and Trademarks in each case except accordance with this Agreement. With respect to the extent that foregoing indemnity, Licensee shall defend and hold harmless Indemnified Parties and each of them at no cost or expense to than whatsoever, including but not limited to reasonable attorneys' fees and court costs. VDI shall have the right but not the obligation to defend any such Losses are caused directly by: (a) COH’s material breach of any representation action or warranty made by COH under this Agreement, (b) COH’s material breach proceeding at its own expense with attorneys of its obligations under this Agreement, and/or (c) the gross negligence or willful misconduct of a COH Indemniteeown selection.

Indemnification by Licensee. Licensee shall defendwill indemnify, indemnify defend and hold harmless COHOSI and its Representatives (each, its Affiliatesan “OSI Indemnified Party”), officersand shall cause any and all Sublicensees to indemnify, directorsdefend and hold harmless the OSI Indemnified Parties, shareholders, employees and agents (“COH Indemnitees”) from and against any and all Third Party claims, causes, or allegations (whether threatened or pending), judgments, expenses, damages, liabilities, claimsobligations, suitsfees (including the reasonable fees of attorneys and other consulting or testifying professionals), costs and expenses, including reasonable attorneys’ fees losses (collectively, “LossesLiabilities”), ) that the OSI Indemnified Party may be required to pay to one or more Third Parties arising out of or in any way attributable related to: (ia) the material breach exercise of any representation rights granted to Licensee under this Agreement, including the Development, Manufacture, Commercialization or warranty other exploitation or use of any Compound or Licensed Product by, on behalf of, or under the authority of, Licensee, any of its Affiliates, any of its Sublicensees or any of their respective Representatives (including Liabilities arising out of or resulting from any theory of product liability concerning any Licensed Product Developed, Manufactured, Commercialized or used by Licensee, any of its Affiliates, any of its Sublicensees or any of their respective Representatives pursuant to any right or licensed granted under this Agreement); (b) the negligence, gross negligence or willful misconduct of Licensee or any of its Representatives in performing under this Agreement or with respect to the Compound or Licensed Product; and (c) the breach by Licensee of any representation, warranties, covenant or agreement made by Licensee under this Agreement, (ii) the researchexcept, development, marketing, approval, manufacture, packaging, labeling, handling, storage, transportation, use, distribution, promotion, marketing or sale of Licensed Products or EXECUTION COPY Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Homology Medicines, Inc. Licensed Services by or on behalf of Licensee, any of its Affiliates or a Sublicensee or any other exercise of rights under this Agreement or pursuant to any sublicense, or (iii) the negligence, willful misconduct or failure to comply with applicable law by a Licensee Indemnitee or Sublicensee; in each case except of clauses (a) through (c), to the extent that such Losses are caused directly by: (a) COH’s material breach of any representation or warranty made by COH under this Agreement, (b) COH’s material breach of its obligations under this Agreement, and/or (c) the gross negligence or willful misconduct of a COH Indemniteeclaims for which OSI is required to indemnify Licensee pursuant to Section 9.3.

Indemnification by Licensee. Licensee shall defend, indemnify indemnify, and hold harmless COHthe Licensor and any affiliates and Representatives of Licensor (each, its Affiliatesa “Licensor Indemnified Party” and, officerscollectively, directors, shareholders, employees and agents (the “COH IndemniteesLicensor Indemnified Parties”) from and against any and all Third Losses asserted against, incurred, sustained or suffered by a Licensor Indemnified Party liabilities, claims, suits, and expenses, including reasonable attorneys’ fees (collectively, “Losses”)as a result of, arising out of of, or in any way attributable relating to: (i) allegations that any Licensee Improvement infringes or misappropriates the material breach Intellectual Property of any representation or warranty made by Licensee under this Agreement, third party; (ii) Licensee’s or its Representatives’ use of the researchLicensor Intellectual Property, developmentthe Platform, marketing, approval, manufacture, packaging, labeling, handling, storage, transportation, use, distribution, promotion, marketing or sale of Licensed Products or EXECUTION COPY Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to and Escrow Materials in a request for confidential treatment and have been filed separately with manner not expressly permitted by the Securities and Exchange Commission. Confidential Treatment Requested by Homology Medicines, Inc. Licensed Services by or on behalf of Licensee, any of its Affiliates or a Sublicensee or any other exercise of rights under this Agreement or pursuant to any sublicense, or Documentation; (iii) Licensee’s combination of the negligencePlatform, willful Licensor Intellectual Property, or Escrow Materials with any Licensee or third-party software or other Intellectual Property; (iv) any breach, failure, misrepresentation, or omission of any representation, warranty, covenant, or condition contained in this Agreement; (v) the willful, negligent or reckless misconduct or failure negligent acts and/or omissions of Licensee; (vi) Licensee’s or its Representatives’ noncompliance with Laws, including Laws relating to comply with applicable law by a Licensee Indemnitee or Sublicenseedata privacy and security; in each case except to (vii) the extent that such Losses are caused directly by: (a) COH’s material breach acts and omissions of any representation or warranty made by COH under this Agreement, Licensee Representative; and (bviii) COHLicensor’s material breach possession and/or use of its obligations under this Agreement, and/or (c) the gross negligence or willful misconduct of a COH IndemniteeLicensee Data as contemplated herein.

Indemnification by Licensee. Licensee shall defend, indemnify and hold harmless COHCompany, its Affiliates, and their respective officers, directorsdirectors and employees, shareholders, employees and agents (“COH Indemnitees”) from and against any and all Third Party damages, losses, liabilities, claims, suits, costs and expenses, expenses (including court and arbitration costs and reasonable attorneys’ fees fees), judicial or arbitration damage awards, and settlement payments (collectively, “Losses”), ) payable or owed by such parties in connection with any Claims of Third Parties (“Third Party Claims”) to the extent arising out of or in any way attributable tofrom: (ia) activities of -Licensee, its Affiliates and Sublicensees under this Agreement, including the material Development, Manufacture, and Commercialization of a Product (including product liability Claims arising from the Development, Manufacturing, and Commercialization of such Product in the Licensed Territory); (b) any breach by Licensee, its Affiliates or Sublicensees of any representation a representation, warranty, covenant or warranty made by agreement of Licensee under this Agreement; (c) Product claims, (ii) the researchwhether written or oral, developmentmade by Licensee, marketingits Affiliates or Sublicensees in its advertising, approval, manufacture, packaging, labeling, handling, storage, transportation, use, distribution, promotion, marketing publicity or sale of, or Education of Licensed Products potential prescribers about, a Product; (d) handling by Licensee, its Affiliates or EXECUTION COPY Confidential Portions Sublicensees of this Exhibit marked as [***] have been omitted pursuant a Product or changes, additions or modifications to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Homology Medicines, Inc. Licensed Services Product by or on behalf of Licensee or made at Licensee’s request; (e) any Intellectual Property Claims arising out of Licensee’s, its Affiliates’ and Sublicensees’ use of any Licensee Marks or modifications to any Product provided by Company; or (f) any negligence or intentional misconduct or omissions by Licensee, any of its Affiliates or a Sublicensee or any other exercise of rights under this Agreement or pursuant to any sublicense, or (iii) the negligence, willful misconduct or failure to comply with applicable law by a Licensee Indemnitee or Sublicensee; in each case except to the extent that such Losses are caused directly by: (a) COH’s material breach of any representation or warranty made by COH under this Agreement, (b) COH’s material breach of its obligations under this Agreement, and/or (c) the gross negligence or willful misconduct of a COH IndemniteeSublicensees.