By Aventis. Aventis hereby represents and warrants to Aventis as follows:
By Aventis. Aventis shall defend, indemnify and hold harmless Avalon and their respective directors, officers, employees, shareholders and agents from and against any and all damages, losses, costs and expenses (including the reasonable fees of attorneys and other professionals) arising out of or resulting from third Party claims, suits or demands relating to: (a) * , (b) * , or (c) injuries resulting from * by or for Aventis, its Affiliates or Sublicensees or by any person that obtained a * , its Affiliates or Sublicensees, except in * The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. each case to the extent covered by Avalon’s indemnification obligations pursuant to Section 8.2.
By Aventis. Subject to Section 3(c) of this Settlement Agreement, Aventis, for itself and anyone claiming by, through or under Aventis, hereby knowingly and voluntarily releases and forever discharges ViroPharma and its Affiliates, and their past and present shareholders, partners, directors, officers, employees, agents and attorneys of any of the foregoing, and the predecessors, successors, assigns, heirs and personal representatives of any of the foregoing, and all insurers of any of the foregoing (collectively with ViroPharma, the "ViroPharma Parties") of and from any and all claims, duties, obligations, liabilities, debts, demands, expenses, costs, actions, and causes of action, whether at law or in equity, known or unknown, accrued or unaccrued, matured or unmatured, individually or derivatively, that Aventis or anyone claiming by, through or under Aventis had, may have, or now have under, or that might subsequently accrue or arise out of, or concern, either or both of the Copromotion Agreement and the Stock Purchase Agreement.
By Aventis. Aventis shall defend, indemnify and hold harmless Inyx, its Affiliates and their respective officers, directors, shareholders, employees, licensees, agents, successors and assigns from and against any and all liabilities and expenses whatsoever, including, without limitation, claims, damages, judgments, awards, settlements, investigations, costs, expenses and attorneys fees and disbursements (including, without limitation, those associated with a Recall) (collectively, “Claims”) which any of them may incur or become obligated to pay arising out of or resulting from (a) the use, handling, distribution, marketing or sale of the Aventis Products by Aventis or any Third Party after delivery to Aventis pursuant to Section 8.3 hereof, (b) the breach by Aventis of any of its representations, warranties, covenants, obligations, agreements or duties under this Agreement, (c) any claim that the manufacture, use or sale of the Aventis Products infringes a United States or foreign patent or any Intellectual Property or any other proprietary rights, (d) liability claims with respect to the Aventis Products, other than to the extent such liability claims are the result of a breach by Inyx of Section 10.1 (Inyx’s Representations, Warranties and Covenants) hereof; or (e) any failure by any Affiliate of Aventis to comply with the applicable provisions of this Agreement; provided, however, that such obligation to indemnify shall not extend to any Claim to the extent arising out of or resulting from any negligence, recklessness or wrongful conduct by Inyx or the breach by Inyx of any of its representations, warranties, covenants, obligations, agreements or duties under this Agreement.
By Aventis. Aventis shall defend, indemnify and hold harmless Avalon and their respective directors, officers, employees, shareholders and agents from and against any and all damages, losses, costs and expenses (including the reasonable fees of attorneys and other professionals) arising out of or resulting from third Party claims, suits or demands relating to: (a) any material beach by Aventis of its representations, warranties or obligations pursuant to this Agreement, (b) the gross negligence or willful misconduct of Aventis, or (c) injuries resulting from the research, testing, development, manufacture, use, distribution or sale of any DRG and/or Collaboration Product by or for Aventis, its Affiliates or Sublicensees or by any person that obtained a DRG or Collaboration Product from Aventis, its Affiliates or Sublicensees, except in each case to the extent covered by Avalon’s indemnification obligations pursuant to Section 8.2.
